Officers. (a) The Manager may appoint officers of the Company at any time. The officers of the Company, if deemed necessary by the Manager may include a president, one or more vice presidents, secretary and one or more assistant secretaries, and chief financial officer (and one or more assistant treasurers). Any individual may hold any number of offices. The officers shall exercise such powers and perform such duties as specified in this Agreement and as shall be determined from time to time by the Manager. (b) Subject to the rights, if any, of an officer under a contract of employment, any officer may be removed, either with or without cause, by the Manager at any time. Any officer may resign at any time by giving written notice to the Company. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in this Agreement for regular appointments to that office. (c) The president shall be the chief executive officer of the Company, and shall, subject to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company. (d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe. (e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation. (f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.
Appears in 9 contracts
Sources: Operating Agreement (Ten Broeck Tampa, LLC), Operating Agreement (Ten Broeck Tampa, LLC), Operating Agreement (Ten Broeck Tampa, LLC)
Officers. (a) The Manager may appoint Board may, from time to time, designate and remove one or more persons as officers of the Company at any timeand assign titles to particular officers. The officers An officer may be, but no officer need be, a resident of the CompanyState of Delaware, if deemed necessary by the Manager may include a president, one Member or more vice presidents, secretary and one or more assistant secretaries, and chief financial officer (and one or more assistant treasurers)a Manager. Any individual may hold any number of offices. The officers so designated shall exercise have such powers authority and perform such duties as specified provided in this Agreement or as the Board may, from time to time, delegate to them. Unless otherwise provided in this Agreement or unless the Board decides otherwise, if an officer’s title is one commonly used for officers of a business corporation formed under the DGCL, the assignment of such title to an officer of the Company shall constitute the delegation to such person of the authority and duties provided in this Agreement and as shall the authority and duties that would be determined from time to time held by a person with such title in a business corporation formed under the ManagerDGCL.
(b) Subject The initial officers of the Company may consist of a President, one or more Vice Presidents, a Secretary and Treasurer and, in addition, such other officers and assistant officers and agents as may be deemed necessary or desirable. Officers shall be elected or appointed by the Board in accordance with this Agreement, including, but not limited to the rightsprovisions set forth below.
(c) Any two or more offices may be held by the same person. In their discretion, the Board may leave any office unfilled. A vacancy in any office for any reason may be filled by the Board. Each officer shall hold office until his or her successor has been chosen and qualifies, or until his or her death, resignation, or removal.
(d) Any officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if anyno time be specified, at the time of an officer under its receipt by the Board. The acceptance of a contract of employmentresignation shall not be necessary to make it effective, any unless expressly so provided in the resignation. Any officer may be removedremoved as such, either with or without cause, by the Manager at any time. Any officer may resign at any time by giving written notice to Board whenever in their judgment the Company. Any resignation shall take effect at the date best interests of the receipt of Company will be served thereby; provided, however, that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation such removal shall not be necessary to make it effective. Any resignation is without prejudice to the contract rights, if any, of the Company under any person so removed. Designation of an officer shall not of itself create contract to which the officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in this Agreement for regular appointments to that office.
(c) The president shall be the chief executive officer of the Company, and shall, subject to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescriberights.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, following officers of the Company and the Secretary shall have authority to affix such powers and duties, except as modified by the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrarBoard, as determined by the Managergenerally pertain to their offices, all documents described in Section 11.01 respectively, as well as such powers and such other documents duties as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time shall be conferred by the Manager. The secretary shall have the general duties, powers Board and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.Agreement:
Appears in 7 contracts
Sources: Operating Agreement (RAC Mexico Holdings II, LLC), Operating Agreement (RAC Mexico Holdings II, LLC), Operating Agreement (RAC Mexico Holdings II, LLC)
Officers. (a) The Manager Managing Member may appoint officers appoint, employ or otherwise contract with any Person for the transaction of the business of the Company at any time. The officers or the performance of services for or on behalf of the Company, if deemed necessary and the Managing Member may delegate to any such Persons such authority to act on behalf of the Company as the Managing Member may from time to time deem appropriate.
(b) The initial president and chief executive officer of the Company (the “President and Chief Executive Officer”) will be ▇▇▇▇▇ ▇▇▇▇▇▇.
(c) Except as otherwise set forth herein, the President and Chief Executive Officer will be responsible for the general and active management of the business of the Company and its Subsidiaries and will see that all orders of the Managing Member are carried into effect. The President and Chief Executive Officer will report to the Managing Member and have the general powers and duties of management usually vested in the office of president and chief executive officer of a corporation organized under the DGCL, subject to the terms of this Agreement, and will have such other powers and duties as may be prescribed by the Manager Managing Member or this Agreement. The President and Chief Executive Officer will have the power to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by Law to be otherwise signed and executed, and except where the signing and execution thereof will be expressly delegated by the Managing Member to some other Officer or agent of the Company.
(d) Except as set forth herein, the Managing Member may appoint Officers at any time, and the Officers may include a president, one or more vice presidents, secretary and a secretary, one or more assistant secretaries, and a chief financial officer (and officer, a general counsel, a treasurer, one or more assistant treasurers), a chief operating officer, an executive chairman, and any other officers that the Managing Member deems appropriate. Except as set forth herein, the Officers will serve at the pleasure of the Managing Member, subject to all rights, if any, of such Officer under any contract of employment. Any individual may hold any number of offices, and an Officer may, but need not, be a Member of the Company. The officers shall Officers will exercise such powers and perform such duties as specified in this Agreement and or as shall be determined from time to time by the ManagerManaging Member.
(be) Subject to this Agreement and to the rights, if any, of an officer Officer under a contract of employment, any officer Officer may be removed, either with or without cause, by the Manager at any timeManaging Member. Any officer Officer may resign at any time by giving written notice to the CompanyManaging Member. Any resignation shall will take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall will not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer Officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall will be filled in the manner prescribed in this Agreement for regular appointments to that office.
(c) The president shall be the chief executive officer of the Company, and shall, subject to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.
Appears in 5 contracts
Sources: Limited Liability Company Operating Agreement, Limited Liability Company Operating Agreement (Cactus, Inc.), Limited Liability Company Operating Agreement (Cactus, Inc.)
Officers. (a) The Manager Managing Member may appoint officers appoint, employ or otherwise contract with any Person for the transaction of the business of the Company at any time. The officers or the performance of services for or on behalf of the Company, if deemed necessary and the Managing Member may delegate to any such Persons such authority to act on behalf of the Company as the Managing Member may from time to time deem appropriate.
(b) The initial president and chief executive officer of the Company (the “President and Chief Executive Officer”) will be ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇.
(c) Except as otherwise set forth herein, the President and Chief Executive Officer will be responsible for the general and active management of the business of the Company and its Subsidiaries and will see that all orders of the Managing Member are carried into effect. The President and Chief Executive Officer will report to the Managing Member and have the general powers and duties of management usually vested in the office of president and chief executive officer of a corporation organized under the DGCL, subject to the terms of this Agreement, and will have such other powers and duties as may be prescribed by the Manager Managing Member or this Agreement. The President and Chief Executive Officer will have the power to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by Law to be otherwise signed and executed, and except where the signing and execution thereof will be expressly delegated by the Managing Member to some other Officer or agent of the Company.
(d) Except as set forth herein, the Managing Member may appoint Officers at any time, and the Officers may include a president, one or more vice presidents, secretary and a secretary, one or more assistant secretaries, and a chief financial officer (and officer, a general counsel, a treasurer, one or more assistant treasurers), a chief operating officer, an executive chairman, and any other officers that the Managing Member deems appropriate. Except as set forth herein, the Officers will serve at the pleasure of the Managing Member, subject to all rights, if any, of such Officer under any contract of employment. Any individual may hold any number of offices, and an Officer may, but need not, be a Member of the Company. The officers shall Officers will exercise such powers and perform such duties as specified in this Agreement and or as shall be determined from time to time by the ManagerManaging Member.
(be) Subject to this Agreement and to the rights, if any, of an officer Officer under a contract of employment, any officer Officer may be removed, either with or without cause, by the Manager at any timeManaging Member. Any officer Officer may resign at any time by giving written notice to the CompanyManaging Member. Any resignation shall will take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall will not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer Officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall will be filled in the manner prescribed in this Agreement for regular appointments to that office.
(c) The president shall be the chief executive officer of the Company, and shall, subject to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.
Appears in 5 contracts
Sources: Limited Liability Company Agreement (Parsley Energy, Inc.), Limited Liability Company Agreement (Parsley Energy, Inc.), Limited Liability Company Agreement (Parsley Energy, Inc.)
Officers. (a) The Manager Economic Member may appoint one or more officers of the Company at any time. The officers of the Company(each, if deemed necessary by the Manager may include an “Officer”), including, without limitation, a presidentPresident, a Chief Executive Officer, a Chief Operating Officer, a Secretary, a Treasurer, one or more vice presidents, secretary Vice Presidents and one or more assistant secretariesAssistant Secretaries, and chief financial officer Assistant Vice Presidents. Any two or more offices may be held by the same person. Each such Officer shall have delegated to him or her the authority and power to execute and deliver on behalf of the Company (and to cause the Company to perform) any and all such contracts, certificates, agreements, instruments and other documents, and to take any such action, as the Economic Member deems necessary or appropriate, all as may be set forth in a written delegation of authority executed by the Economic Member. In addition, unless the Economic Member decides otherwise, if the title given to such Officer is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Officers shall serve at the pleasure of the Economic Member, and the Economic Member may remove any person as an Officer and/or appoint additional persons as Officers, as the Economic Member deems necessary or more assistant treasurers)desirable. Any individual may hold any number of offices. The officers shall exercise such powers and perform such duties as specified in this Agreement and as shall be determined from time to time by the Manager.
(b) Subject to the rights, if any, of an officer under a contract of employment, any officer may be removed, either with or without cause, by the Manager at any time. Any officer Officer may resign at any time by giving written notice of such resignation to the CompanyEconomic Member. Any Unless otherwise specified in such written notice, such resignation shall take effect at upon receipt thereof by the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, Economic Member and the acceptance of the such resignation shall not be necessary to make it effective. Any resignation is without prejudice to Person dealing with the rightsCompany may conclusively presume that an Officer specified in such a written delegation of authority who executes a contract, if anycertificate, agreement, instrument or other document on behalf of the Company under any contract has the full power and authority to which do so and each such document shall, for all purposes, be duly authorized, executed and delivered by the officer is a party. A vacancy in any office because Company upon execution and delivery by such Officer.
(b) The Officers, to the extent of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed their powers set forth in this Agreement or otherwise vested in them by action of the Economic Member not inconsistent with this Agreement, are agents of the Company for regular appointments to that office.
(c) The president shall be the chief executive officer purpose of conducting the business and affairs of the Company, and shall, subject to the control actions of the Manager, have general and active management of the business of any Officer taken in accordance with such powers shall bind the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have any third party dealing with such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof Officer shall be expressly delegated entitled to rely conclusively (without making inquiry of any kind) on any actions so taken as being properly authorized by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.
Appears in 5 contracts
Sources: Limited Liability Company Agreement (Aquarius Gaming LLC), Limited Liability Company Agreement (Aquarius Gaming LLC), Limited Liability Company Agreement (Aquarius Gaming LLC)
Officers. (a) The Manager may Board may, from time to time, appoint and remove officers of the Company (the “Officers”), to serve at any timethe pleasure of the Board, with such powers and duties as the Board may determine. The officers of the Company, if deemed necessary by the Manager Officers may include a presidentPresident, one or more vice presidents, secretary Senior Vice Presidents and/or Vice Presidents and one or more assistant secretaries, and chief financial officer (and one or more assistant treasurers). Any individual may hold any number of offices. The such other officers shall exercise with such powers and perform such duties as specified in this Agreement it shall deem necessary or desirable. Unless the Board otherwise determines, if the title assigned to an Officer is one commonly used for officers of a corporation formed under the Delaware General Corporation Law, then the assignment of such title shall constitute the delegation to such Officer of the authority and duties that are customarily associated with such office pursuant to the Delaware General Corporation Law. Each Officer shall have such other duties as shall be determined the Board may from time to time designate. Each Officer shall serve until his or her successor is appointed and qualifies or until his or her death or his or her resignation or removal in the manner hereinafter provided. Any two (2) or more offices may be held by the Managersame person. A Member or a Board Member may also serve as an Officer. Appointment of an Officer shall not of itself create contract rights between the Company and such Officer.
(b) Subject to the rights, if any, of an officer under a contract of employment, any officer Any Officer may be removed, either with or without cause, by the Manager at any timeBoard. Any officer such removal by the Board shall be without prejudice to the contract rights, if any, of the person so removed. Any Officer may resign at any time by giving written notice to the Company. Any The resignation of any Officer shall take effect at upon the date of the Company’s receipt of that notice or at any such later time as shall be specified in that the notice; and, unless . Unless otherwise specified in that the notice, the acceptance of the resignation shall not be necessary to make it the resignation effective. Any The resignation of an Officer who is also a Member shall not affect such Person’s rights as a Member. Such resignation shall be without prejudice to the contract rights, if any, of the Company under any contract to which the officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in this Agreement for regular appointments to that officeCompany.
(c) The president Notwithstanding any other authority granted to any Officer, no Officer shall take, or cause to be the chief executive officer taken, any action in contravention of this Agreement or any decision of the Company, and shall, subject to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the CompanyBoard.
(d) The vice-president, Officers shall not receive any compensation or if there shall be more than one, other remuneration from the vice-presidents in Company for their services to the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers Company as the Manager may from time to time prescribeOfficers.
(e) The secretary shall attend all meetings Board may authorize any Officer or agent to enter into any contract or to execute and deliver any instrument in the name of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, on behalf of the Company and such authority may be general or confined to specific instances. Any agreement, deed, mortgage, lease or other document shall be valid and binding upon the Secretary shall have authority to affix the same to any instrument requiring it, and Company when so affixed, it may he attested duly authorized or ratified by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office action of the Company’s transfer agent or registrar, as determined Board and executed by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporationan authorized person.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records sole duty of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging each Officer to the Company, and shall deposit all moneys and other valuable effects in the name Company and to the credit Members shall be to comply in good faith with the terms of this Agreement in a manner that does not constitute Disabling Conduct. It is the express intention of the Company in such depositories as may be designated by Members that the Manager. The chief financial officer shall disburse provisions of this Agreement, to the funds extent that they restrict or eliminate the duties of the Officers to the Company as may be ordered by the Manager. The chief financial officer shall perform or to any Members otherwise existing at law or in equity, replace such other duties and liabilities; provided, that the foregoing shall have such other responsibility not restrict the implied covenant of good faith and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Companyfair dealing.
Appears in 4 contracts
Sources: Limited Liability Company Agreement (Jamestown Invest 1, LLC), Limited Liability Company Agreement (Jamestown Invest 1, LLC), Limited Liability Company Agreement (Jamestown Atlanta Invest 1, LLC)
Officers. The officers of the Company, if any, shall be elected or appointed by the Member from time to time in its discretion. Any two or more offices may be held by the same person. The officers of the Company as of the date of this Agreement are (ai) a President, (ii) a Chief Executive Officer, (iii) one or more Senior Vice Presidents and/or Vice Presidents, (iv) a Treasurer, (v) a Chief Financial Officer, (vi) a Controller, (vii) a General Counsel, (viii) a Secretary and (ix) one or more Assistant Controllers and Assistant Secretaries. The Manager Member may appoint change the officers of the Company at any time. The persons appointed as officers as of the Company, if deemed necessary by the Manager may include a president, one or more vice presidents, secretary and one or more assistant secretaries, and chief financial officer (and one or more assistant treasurers). Any individual may hold any number date of offices. The officers shall exercise such powers and perform such duties as specified in this Agreement are as follows:
▇▇▇▇ ▇. ▇▇▇▇▇ President and as shall be determined Chief Executive Officer Acting Treasurer and Chief Financial Officer ▇▇▇▇▇▇ ▇. ▇’▇▇▇▇▇ Senior Vice President, General Counsel and Secretary ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇ Senior Vice President, Human Resources ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Vice President, Taxes G. ▇▇▇▇▇ ▇▇▇▇▇▇ Vice President and Controller ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, III Vice President and Assistant Secretary ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Vice President ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Vice President ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Assistant Controller ▇▇▇▇▇ ▇▇▇▇▇▇ Assistant Secretary The Member from time to time by may appoint one or more other persons to serve as officers of the Manager.
(b) Subject to the rightsCompany and may remove any person serving as an officer, if any, of an officer under a contract of employment, any officer may be removed, either with or without cause, by the Manager at any time. Each officer shall hold his or her respective office for any term specified by the Member unless earlier removed by the Member. Any officer or agent of the Company may resign at any time by giving written notice to the CompanyMember. Any such resignation shall take effect at the date of the receipt of that notice or at any later time specified in that noticetherein or, if no time is specified, upon receipt thereof; and, and unless otherwise specified in that noticetherein, the acceptance of the such resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, The officers of the Company under any contract to which the officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in this Agreement for regular appointments entitled to that office.
(c) The president shall be the chief executive officer of the Company, and shall, subject to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such salary or other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers compensation as the Manager may from time to time prescribeMember shall determine.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.
Appears in 4 contracts
Sources: Limited Liability Company Agreement (Boston Gear LLC), Limited Liability Company Agreement (Boston Gear LLC), Limited Liability Company Agreement (Boston Gear LLC)
Officers. (a) The Manager may appoint officers of the Company at any Managing Member may, from time to time. The , designate one or more persons to be officers of the Company, if deemed necessary by . No officer need be a resident of the Manager may include a president, one or more vice presidents, secretary and one or more assistant secretaries, and chief financial officer (and one or more assistant treasurers)State of Delaware. Any individual may hold any number of offices. The officers so designated shall exercise have such powers authority and perform such duties as specified in this Agreement and as shall be determined the Managing Member may, from time to time time, delegate to them. The Managing Member may assign titles to particular officers. Unless the Managing Member decides otherwise, if the title is one commonly used for officers of a business corporation formed under the General Corporation Law of the State of Delaware, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office, subject to any restrictions on such authority imposed by the ManagerManaging Member. Any number of offices may be held by the same person. Without regard to the general delegation to the officers as set forth above, each officer who holds the title of “President”, “Senior Vice President” or “Vice President”, acting alone, shall have the authority to make, enter into and perform all contracts, agreements, reports and undertakings of the Company that have been authorized by the Managing Member. In each case, the execution and delivery of such contracts, agreements or other documents, or the taking of any actions in connection therewith, shall be conclusive evidence of the Company’s approval thereof, and no further approval by the Company shall be required.
(b) Subject Each officer shall hold office until his or her successor shall be duly designated and qualified or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided.
(c) Any officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Managing Member. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the rights, if any, of an officer under a contract of employment, any resignation.
(d) Any officer may be removedremoved as such, either with or without cause, by the Manager Managing Member at any time. Any officer may resign at vacancy occurring in any time by giving written notice to the Company. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, office of the Company under any contract to which the officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall may be filled in the manner prescribed in this Agreement for regular appointments to that office.
(c) The president shall be the chief executive officer of the Company, and shall, subject to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribeManaging Member.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office following persons are hereby appointed officers of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 : ▇▇▇▇▇▇ ▇. Flyer — President ▇▇▇▇ ▇. ▇▇▇▇▇▇ — Vice President ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ — Vice President ▇▇▇ ▇. ▇▇▇▇▇ — Vice President and such other documents as may be required under the ActSecretary ▇▇▇▇▇ ▇. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.▇▇▇▇▇▇▇▇▇ — Assistant Secretary
Appears in 4 contracts
Sources: Limited Liability Company Operating Agreement (El Pollo Loco Holdings, Inc.), Limited Liability Company Operating Agreement (EPL Intermediate, Inc.), Limited Liability Company Operating Agreement (EPL Intermediate, Inc.)
Officers. (a) The Manager may appoint officers of the Company at (the “Officers”) shall consist of a President, a Treasurer and a Secretary and such Vice Presidents and other such offices, with such duties and powers, as the Board may determine. An Officer shall remain in office unless and until removed by a majority vote of the Board (with or without cause) or his or her resignation, death or incapacity. Designation of an Officer shall not, of itself, create any timecontractual or employment rights. These offices shall initially be filled as follows: ____________________ President ____________________ Treasurer ____________________ Secretary
V.3.1. The officers Officers of the Company, if deemed necessary by the Manager may include a president, one or more vice presidents, secretary and one or more assistant secretaries, and chief financial officer (and one or more assistant treasurers). Any individual may hold any number of offices. The officers shall exercise such powers and perform such duties as specified in this Agreement and as Company shall be determined appointed from time to time by the Manager.
(b) Subject to the rightsBoard as it shall determine, if any, of an officer under a contract of employment, any officer and new offices may be removed, either with or without cause, by the Manager created and filled at any timemeeting of the Board. Each Officer shall hold office until his or her successor shall have been appointed, or such Officer resigns, dies or is removed. Any officer Officer or assistant Officer may resign at any time by giving written notice to the Board, or to the President or Secretary of the Company. Any A resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; therein, and, unless otherwise specified in that noticetherein, the shall become effective upon delivery. The acceptance of the such resignation shall not be necessary to make it effectiveeffective unless so specified in the resignation. Any resignation is Officer or assistant Officer may be removed by the Board with or without prejudice to cause whenever in its judgment the rights, if any, best interests of the Company under any contract to which would be served thereby.
V.3.2. If the officer is a party. A vacancy in any office because of the President, Vice President, Secretary, Treasurer, Assistant Secretary (if appointed), or Assistant Treasurer (if appointed) becomes vacant by reason of death, resignation, removal, disqualification or any other cause otherwise, the Board shall be filled in elect a successor to the manner prescribed in this Agreement for regular appointments to that officeoffice by majority vote.
(c) V.3.3. The president President shall be the chief executive officer of the Company, and shallshall preside at all meetings of Members and, subject to unless another person is designated by the control Board, all meetings of the ManagerBoard, have general and active management provided, however, that the Managers may exclude the President from the executive sessions of the business Board.
V.3.4. The Treasurer shall have supervision of all funds of the Company and shall see that all orders and resolutions of the Manager are carried into effectCompany. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and Treasurer shall have such other powers authorities and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly are delegated by the Manager to some other officer this Agreement or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or delegated from time to time by the ManagerBoard.
V.3.5. The secretary Secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, take or cause to be kept and maintained, adequate and correct books and records taken minutes of accounts all meetings of the properties Board. The Secretary shall be the custodian of all records and business transactions reports of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company InterestsBoard. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and Secretary shall have such other responsibility authorities and authority duties as are delegated by this Agreement or as may be prescribed elsewhere in this Agreement delegated from time to time by the ManagerBoard.
V.3.6. The chief financial officer Each of the following Officers -- the President, any Vice President, the Secretary, and the Treasurer, -- shall have the general dutiesauthority to sign, powers execute and responsibilities of a chief financial officer of a corporation, and shall be deliver in the chief financial and accounting officer name of the Company any deed, mortgage, bond, instrument, agreement or other document evidencing any transaction authorized by the Board, except where the signing or execution thereof shall have been expressly delegated to another officer or person on the Company’s behalf.
V.3.7. Notwithstanding any provision of this Agreement to the contrary, in the absence of any officer or assistant officer or for any other reason which the Board may deem sufficient, the Board may delegate the authorities and duties of any Officer, or any assistant Officer to any other Officer, assistant Officer or to any Manager.
▇.▇.▇. ▇▇ addition to the foregoing, each Officer or assistant Officer shall perform all duties as may from time to time be delegated to each of them by this Agreement or by the Board or any committee of Managers as provided herein.
Appears in 3 contracts
Sources: Operating Agreement, Operating Agreement, Operating Agreement
Officers. (a) The Manager Board of Directors may appoint officers at any time elect a Chairman of the Company at any time. The officers Board of the CompanyDirectors, if deemed necessary by the Manager may include a presidentChief Executive Officer, a President, one or more vice presidentsVice Presidents, secretary and a Secretary, one or more assistant secretariesAssistant Secretaries, and chief financial officer (and a Treasurer, one or more assistant treasurers)Assistant Treasurers, and such other officers and “authorized persons” as the Board of Directors deems necessary. Any individual may hold any number of officesoffices may be held by the same person. The officers No officer need be a resident of the Charter State, a Member or a director. Any officer so designated shall exercise have such powers authority and perform such duties as specified in this Agreement the Board of Directors may delegate to them. Each such officer shall hold office until his or her successor is appointed and as qualified or until his or her earlier death, resignation or removal. An officer may resign at any time upon written notice to the Company. Such resignation shall be determined from made in writing and shall take effect at the time to specified therein, or if no time be specified, at the time of its receipt by the Manager.
(b) Subject Board of Directors. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the rights, if any, of an officer under a contract of employment, any resignation. Any officer may be removedremoved as such, either with or without cause, by the Manager at any time. Any officer may resign at any time by giving written notice to the Company. Any resignation Board of Directors, in its sole and absolute discretion; provided, however, that such removal shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the contract rights, if any, of the Company under any person so removed. Designation of an officer shall not of itself create contract to which rights. Officers shall receive the officer is a partycompensation determined by the Board of Directors. A Any vacancy occurring in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in this Agreement for regular appointments to that office.
(c) The president shall be the chief executive officer of the Company, and shall, subject to the control of the Manager, have general and active management of the business position of the Company and shall see that all orders and resolutions may be filled by the Board of the Manager are carried into effectDirectors. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such salaries or other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the sealcompensation, if any, of the officers and agents of the Company shall be fixed by the Board of Directors, unless otherwise prohibited by this Agreement. Except as otherwise provided herein, in exercising their rights and the Secretary performing their duties under this Agreement, Officers shall have authority fiduciary duties similar to affix that of an officer of a business corporation organized under the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office General Corporation Law of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporationCharter State.
(fb) The chief financial officer shall keep and maintain, or cause Board of Directors hereby elects the following individuals to be kept and maintained, adequate and correct books and records of accounts of serve as the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit initial officers of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties until their earlier resignation, removal or death and shall have such other responsibility until their successors are duly appointed and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.qualified:
Appears in 3 contracts
Sources: Operating Agreement, Operating Agreement, Operating Agreement
Officers. (a) The Manager Managing Member may appoint officers appoint, employ or otherwise contract with any Person for the transaction of the business of the Company at any time. The officers or the performance of services for or on behalf of the Company, if deemed necessary and the Managing Member may delegate to any such Persons such authority to act on behalf of the Company as the Managing Member may from time to time deem appropriate.
(b) The Officers of the Company as of the date hereof are set forth on Exhibit B attached hereto.
(c) Except as otherwise set forth herein, the Chief Executive Officer will be responsible for the general and active management of the business of the Company and its Subsidiaries and will see that all orders of the Managing Member are carried into effect. The Chief Executive Officer will report to the Managing Member and have the general powers and duties of management usually vested in the office of chief executive officer of a corporation organized under the DGCL, subject to the terms of this Agreement, and will have such other powers and duties as may be prescribed by the Manager Managing Member or this Agreement. The Chief Executive Officer will have the power to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by Law to be otherwise signed and executed, and except where the signing and execution thereof will be expressly delegated by the Managing Member to some other Officer or agent of the Company.
(d) Except as set forth herein, the Managing Member may appoint Officers at any time, and the Officers may include a president, one or more vice presidents, secretary and a secretary, one or more assistant secretaries, and a chief financial officer (and officer, a general counsel, a treasurer, one or more assistant treasurers), a chief operating officer, an executive chairman, and any other officers that the Managing Member deems appropriate. Except as set forth herein, the Officers will serve at the pleasure of the Managing Member, subject to all rights, if any, of such Officer under any contract of employment. Any individual may hold any number of offices, and an Officer may, but need not, be a Member of the Company. The officers shall Officers will exercise such powers and perform such duties as specified in this Agreement and or as shall be determined from time to time by the ManagerManaging Member.
(be) Subject to this Agreement and to the rights, if any, of an officer Officer under a contract of employment, any officer Officer may be removed, either with or without cause, by the Manager at any timeManaging Member. Any officer Officer may resign at any time by giving written notice to the CompanyManaging Member. Any resignation shall will take effect at the date of the receipt of that notice or at any later time specified in that notice; notice and, unless otherwise specified in that notice, the acceptance of the resignation shall will not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer Officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall will be filled in the manner prescribed in this Agreement for regular appointments to that office.
(cf) The president shall be the chief executive officer of the Company, and shall, subject to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shallOfficers, in the absence or disability performance of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other their duties as may be prescribed by the Manager. The secretary such, shall have custody of the seal, if any, of owe to the Company and the Secretary shall have authority to affix the same to any instrument requiring it, Members duties of loyalty and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office due care of the Company’s transfer agent or registrar, as determined type owed by the Manager, all documents described in Section 11.01 officers of a corporation to such corporation and such other documents as may be required its shareholders under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporationDGCL.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.
Appears in 3 contracts
Sources: Limited Liability Company Agreement (Atlas Technical Consultants, Inc.), Unit Purchase Agreement (Boxwood Merger Corp.), Unit Purchase Agreement (Boxwood Merger Corp.)
Officers. (a) The Manager may appoint officers Officers of the Company at shall be as set out hereafter, with their successors and replacements chosen by the Board of Managers: President: ▇▇▇▇▇▇ ▇. Oh Vice President: ▇▇▇▇ ▇▇▇▇▇ Secretary: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Treasurer: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ In addition to the President, Secretary, and a Treasurer, the Board of Managers may also choose one or more Vice Presidents, assistant officers, and such other officers as may in the discretion of the Board of Managers be appropriate. Any number of offices may be held by the same person, and Managers may be selected to fill one or more offices. The Managers may delegate their day-to-day management responsibilities to any such officers, as determined by the Managers from time to time, and such officers shall have the authority to contract for, negotiate on behalf of and otherwise represent the interests of the Company as so authorized by the Managers. Unless the Managers decide otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware Business Corporation Act, the assignment of such a title to an individual shall constitute the delegation to that individual of the authority and duties that are normally associated with that office and that are set forth in the contract or resolution appointing such officer; subject, however, to any specific delegation of authority and duties or specific restriction on the authority and duties as may be made under or set forth in any such contract or resolution. The officers shall, in all events, be subject to the direction and control of the Company, if deemed necessary by the Manager may include a president, one Managers. Each such officer shall hold office until his or more vice presidents, secretary her successor shall have been duly chosen and one shall qualify or more assistant secretaries, and chief financial officer (and one until his or more assistant treasurers)her death or until he or she shall resign or shall have been removed. Any individual may hold any number of offices. The officers shall exercise such powers and perform such duties as specified in this Agreement and as shall be determined from time to time by the Manager.
(b) Subject to the rights, if any, of an officer under a contract of employment, any officer may be removed, either with or without cause, by the Manager at any time. Any An officer may resign at any time by giving delivering written notice to the CompanySecretary, or, in the absence of a Secretary, to the President or any one of the Managers. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. Any resignation shall take effect at officer may be removed by the date Board of the receipt of that notice or Managers at any later time specified in that notice; andtime, unless otherwise specified in that noticewith or without cause, the acceptance of the resignation but such removal shall not be necessary to make it effective. Any resignation is without prejudice to the contract rights, if any, of the Company under any contract to which the officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in this Agreement for regular appointments to that officeso removed.
(c) The president shall be the chief executive officer of the Company, and shall, subject to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.
Appears in 3 contracts
Sources: Merger Agreement (Blackhawk Biofuels, LLC), Agreement and Plan of Merger (Blackhawk Biofuels, LLC), Agreement and Plan of Merger (Blackhawk Biofuels, LLC)
Officers. (a) a. The Manager Managing Member may appoint officers appoint, employ or otherwise contract with any Person for the transaction of the business of the Company at any time. The officers or the performance of services for or on behalf of the Company, if deemed necessary and the Managing Member may delegate to any such Persons such authority to act on behalf of the Company as the Managing Member may from time to time deem appropriate.
b. The initial president and chief executive officer of the Company (the “President and Chief Executive Officer”) will be ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇.
c. Except as otherwise set forth herein, the President and Chief Executive Officer will be responsible for the general and active management of the business of the Company and its Subsidiaries and will see that all orders of the Managing Member are carried into effect. The President and Chief Executive Officer will report to the Managing Member and have the general powers and duties of management usually vested in the office of president and chief executive officer of a corporation organized under the DGCL, subject to the terms of this Agreement, and will have such other powers and duties as may be prescribed by the Manager Managing Member or this Agreement. The President and Chief Executive Officer will have the power to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by Law to be otherwise signed and executed, and except where the signing and execution thereof will be expressly delegated by the Managing Member to some other Officer or agent of the Company.
d. Except as set forth herein, the Managing Member may appoint Officers at any time, and the Officers may include a president, one or more vice presidents, secretary and a secretary, one or more assistant secretaries, and a chief financial officer (and officer, a general counsel, a treasurer, one or more assistant treasurers), a chief operating officer, an executive chairman, and any other officers that the Managing Member deems appropriate. Except as set forth herein, the Officers will serve at the pleasure of the Managing Member, subject to all rights, if any, of such Officer under any contract of employment. Any individual may hold any number of offices, and an Officer may, but need not, be a Member of the Company. The officers shall Officers will exercise such powers and perform such duties as specified in this Agreement and or as shall be determined from time to time by the ManagerManaging Member.
(b) e. Subject to this Agreement and to the rights, if any, of an officer Officer under a contract of employment, any officer Officer may be removed, either with or without cause, by the Manager at any timeManaging Member. Any officer Officer may resign at any time by giving written notice to the CompanyManaging Member. Any resignation shall will take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall will not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer Officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall will be filled in the manner prescribed in this Agreement for regular appointments to that office.
(c) The president shall be the chief executive officer of the Company, and shall, subject to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.
Appears in 3 contracts
Sources: Securities Purchase Agreement (Earthstone Energy Inc), Limited Liability Company Agreement (Earthstone Energy Inc), Contribution Agreement (Earthstone Energy Inc)
Officers. (a) The Manager Managing Member may appoint officers appoint, employ or otherwise contract with any Person for the transaction of the business of the Company at any time. The officers or the performance of services for or on behalf of the Company, if deemed necessary and the Managing Member may delegate to any such Persons such authority to act on behalf of the Company as the Managing Member may from time to time deem appropriate.
(b) The initial president and chief executive officer of the Company (the “President and Chief Executive Officer”) will be ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇.
(c) Except as otherwise set forth herein, the President and Chief Executive Officer will be responsible for the general and active management of the business of the Company and its Subsidiaries and will see that all orders of the Managing Member are carried into effect. The President and Chief Executive Officer will report to the Managing Member and have the general powers and duties of management usually vested in the office of president and chief executive officer of a corporation organized under the DGCL, subject to the terms of this Agreement, and will have such other powers and duties as may be prescribed by the Manager Managing Member or this Agreement. The President and Chief Executive Officer will have the power to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by Law to be otherwise signed and executed, and except where the signing and execution thereof will be expressly delegated by the Managing Member to some other Officer or agent of the Company.
(d) Except as set forth herein, the Managing Member may appoint Officers at any time, and the Officers may include a president, one or more vice presidents, secretary and a secretary, one or more assistant secretaries, and a chief financial officer (and officer, a general counsel, a treasurer, one or more assistant treasurers), a chief operating officer, an executive chairman, and any other officers that the Managing Member deems appropriate. Except as set forth herein, the Officers will serve at the pleasure of the Managing Member, subject to all rights, if any, of such Officer under any contract of employment. Any individual may hold any number of offices, and an Officer may, but need not, be a Member of the Company. The officers shall Officers will exercise such powers and perform such duties as specified in this Agreement and or as shall be determined from time to time by the ManagerManaging Member.
(be) Subject to this Agreement and to the rights, if any, of an officer Officer under a contract of employment, any officer Officer may be removed, either with or without cause, by the Manager at any timeManaging Member. Any officer Officer may resign at any time by giving written notice to the CompanyManaging Member. Any resignation shall will take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall will not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer Officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall will be filled in the manner prescribed in this Agreement for regular appointments to that office.
(c) The president shall be the chief executive officer of the Company, and shall, subject to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.
Appears in 3 contracts
Sources: Limited Liability Company Operating Agreement (Liberty Oilfield Services Inc.), Limited Liability Company Operating Agreement (Liberty Oilfield Services Inc.), Limited Liability Company Operating Agreement (Liberty Oilfield Services Inc.)
Officers. (a) The Manager From time to time, the Managing Member may appoint officers of the Company at any time. The elect persons as officers of the Company, if deemed necessary by the Manager may include including, but not limited to, a president, one or more a secretary, a treasurer, a chief financial officer and such vice presidents, secretary assistant secretaries and one or more assistant secretaries, and chief financial officer (and one or more assistant treasurers)treasurers as the Managing Member may deem desirable. Any individual may hold any number of offices. The officers shall exercise such powers and perform such duties as specified in this Agreement and as shall be determined from time to time by the ManagerManaging Member.
(b) Subject to the rights, if any, of an officer under a contract of employment, any officer may be removed, either with or without cause, by the Manager Managing Member at any time. Any officer may resign at any time by giving written notice to the Company. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in by the manner prescribed in this Agreement for regular appointments to that officeManaging Member.
(c) The president shall be the chief executive officer of the Company, and shall, subject to the control of the ManagerManaging Member, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager Managing Member are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager the Managing Member or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager Managing Member to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, Members and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the ManagerManaging Member. The secretary shall have custody of the seal, if any, of the Company and the Secretary secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he be attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s 's transfer agent or registrar, as determined by the ManagerManaging Member, all documents described in Section 11.01 11.1 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time as determined by the ManagerManaging Member. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(fe) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company InterestsUnits. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the ManagerManaging Member. The chief financial officer shall disburse the funds of the Company as may be ordered by the ManagerManaging Member. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement or from time to time as determined by the ManagerManaging Member. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.
Appears in 3 contracts
Sources: Limited Liability Company Agreement (InSight Imaging Services Corp.), Limited Liability Company Agreement (InSight Imaging Services Corp.), Limited Liability Company Operating Agreement (InSight Imaging Services Corp.)
Officers. (a) The Manager may appoint officers of the Company at any time. The officers of the Companycorporation shall consist of a President, a Secretary, a Treasurer, and, if deemed necessary necessary, expedient, or desirable by the Manager may include Board of Directors, a presidentChairman of the Board, a Vice- Chairman of the Board, an Executive Vice- President, one or more vice presidentsother Vice-Presidents, secretary and one or more assistant secretariesAssistant Secretaries, and chief financial officer (and one or more assistant treasurers)Assistant Treasurers, and such other officers with such title as the resolution of the Board of Directors choosing them shall designate. Except as may otherwise be provided in the resolution of the Board of Directors choosing him, no officer other than the Chairman or Vice-Chairman of the Board, if any, need be a director. Any individual may hold any number of officesoffices may be held by the same person, as the directors may determine. The Unless otherwise provided in the resolution choosing him, each officer shall be chosen for a term which shall continue until the meeting of the Board of Directors following the next annual meeting of stockholders and until his successor shall have been chosen and qualified. All officers of the corporation shall exercise have such powers authority and perform such duties as specified in this Agreement the management and operation of the corporation as shall be determined from time prescribed in the resolutions of the Board of Directors designating and choosing such officers and prescribing their authority and duties, and shall have such additional authority and duties as are incident to time by the Manager.
(b) Subject their office except to the rightsextent that such resolutions may be inconsistent therewith. The Secretary or an Assistant Secretary of the corporation shall record all of the proceedings of all meetings and actions in writing of stockholders, if anydirectors, and committees of an officer under a contract of employmentdirectors, any and shall exercise such additional authority and perform such additional duties as the Board shall assign to him. Any officer may be removed, either with or without cause, by the Manager at any timeBoard of Directors. Any officer may resign at any time by giving written notice to the Company. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall may be filled in the manner prescribed in this Agreement for regular appointments to that office.
(c) The president shall be the chief executive officer of the Company, and shall, subject to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent Board of the CompanyDirectors.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.
Appears in 3 contracts
Sources: Independent Director Agreement (Asiafin Holdings Corp.), Independent Director Agreement (Asiafin Holdings Corp.), Independent Director Agreement (SEATech Ventures Corp.)
Officers. The Board of Directors may delegate to one or more individuals such authority and duties as the Board of Directors may deem advisable to (a) The Manager may appoint officers conduct the meetings of the Board of Directors and (b) carry out the day-to-day business of the Company and enter into contracts with such individuals for such purpose. The Board of Directors may assign titles to the individuals authorized to conduct meetings of the Board of Directors (including Chairman, Vice Chairman and Secretary) and titles to the individuals to conduct the day to day business of the Company (including Chief Executive Officer, President and General Manager, Vice-President, Secretary, Treasurer, CFO, and such other Officers and assistant Officers as the Directors shall determine). One person may simultaneously hold more than one office and persons delegated under this Section need not be residents of the State of Iowa or Members of the Company. The Officers’ terms shall be specified by the Directors. If no term is specified, they shall hold office until the first meeting of the Directors held after the next annual meeting of the Members. If the appointment of Officers shall not be made at such meeting, such appointment shall be made as soon thereafter as is convenient. Each Officer shall hold office until the officer’s successor is duly appointed and qualified, until the Officer’s death, or until the Officer resigns or is removed by the Directors. The designation of a specified term does not grant to an Officer any contract rights; and unless otherwise provided in a signed contract with the Company, Officers will be “at-will employees” subject to removal by the Directors at any time. The officers of the Company, if deemed necessary by the Manager may include a president, one or more vice presidents, secretary and one or more assistant secretaries, and chief financial officer (and one or more assistant treasurers). Any individual may hold any number of offices. The officers shall exercise such powers and perform such duties as specified in this Agreement and as shall be determined from time to time by the Manager.
(b) Subject to the rights, if any, of an officer under a contract of employment, any officer may be removed, either with or without cause, by the Manager at any time. Any officer may resign at any time by giving written notice to the Chief Executive Officer or the Secretary of the Company. Any resignation shall take effect at Unless otherwise noted in the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effectiveeffective upon receipt. Any resignation is without prejudice to the rightsThe Officers, if any, of the Company under any contract to which the officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause and their duties and responsibilities shall be filled in the manner prescribed in this Agreement for regular appointments to that office.
(c) The president shall be the chief executive officer of the Company, and shall, subject to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.follows:
Appears in 3 contracts
Sources: Operating Agreement (Amaizing Energy Holding Company, LLC), Operating Agreement (Amaizing Energy Holding Company, LLC), Operating Agreement (Amaizing Energy Holding Company, LLC)
Officers. (a) The Manager may appoint officers Officers of the Company that are senior vice presidents and above as of the date hereof are listed on Schedule E. The Officers of the Company shall consist of at any timeleast a Chief Executive Officer, a Chief Financial Officer, a Secretary and a Treasurer. The officers appointment or removal of the Chief Executive Officer or the Chief Financial Officer of the Company shall require a majority vote of the Board, which shall in any event include the unanimous vote of the Majority Member Directors.
(b) Additional Officers of the Company, if deemed necessary any, shall be chosen by the Manager Board. The Board may include a president, also choose one or more vice presidentsVice Presidents, secretary and one or more assistant secretariesAssistant Secretaries, and chief financial officer (and one or more assistant treasurers)Assistant Treasurers. Any individual may hold any number of officesoffices may be held by the same person, except that the President and the Secretary shall not be the same person. The officers Board may appoint such other Officers and agents as it shall deem necessary or advisable who shall hold their offices for such terms and shall exercise such powers and perform such duties as specified in this Agreement and as shall be determined from time to time by the ManagerBoard. The Board shall have the sole responsibility to set compensation and benefits for all Officers and employees of the Company. Compensation and benefits for all Officers and employees of the Company shall in no manner be tied to, reflect, and/or otherwise be related to the financial performance of any Sempra Group member (other than the Company) or any Person holding a direct or indirect ownership interest in the Company or the Majority Member, or the performance of the stock or businesses of any Sempra Group Member or any Person holding a direct or indirect ownership interest in the Company or the Majority Member.
(bc) Subject The Officers of the Company shall hold office until their successors are chosen and qualified. Any Officer, except as provided above with respect to the rightsChief Executive Officer and the Chief Financial Officer, if any, of an officer under a contract of employment, any officer may be removedremoved at any time, either with or without cause, by the Manager at any timeaffirmative vote of a majority of the Directors on the Board. Any officer may resign at any time by giving written notice to the Company. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party. A vacancy occurring in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in this Agreement for regular appointments to that office.
(c) The president shall be the chief executive officer of the Company, and shall, subject to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law as provided above with respect to be otherwise signed the Chief Executive Officer and executedthe Chief Financial Officer, and except where the signing and execution thereof shall be expressly delegated filled by the Manager to some other officer or agent of the CompanyBoard.
(d) The vice-president, or if there Officers shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers and duties as the Manager usually pertain to their offices, respectively, as well as such powers and duties as may from time to time prescribebe conferred by the Board. The duties of the Officers will be to act in the best interests of the Company consistent with the terms of the Approved Ring Fence and Delaware Law. No Officer of the Company may concurrently be an officer of any Sempra Group member.
(e) The secretary shall attend all meetings Officers, to the extent of their powers set forth in this Agreement or otherwise vested in them by action of the MembersBoard not inconsistent with this Agreement, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, are agents of the Company and for the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office purpose of the Company’s transfer agent or registrarbusiness and, as determined by subject to Section 10(j), the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts actions of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer Officers taken in accordance with such powers shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of bind the Company.
Appears in 3 contracts
Sources: Limited Liability Company Agreement (Oncor Electric Delivery Co LLC), Limited Liability Company Agreement, Limited Liability Company Agreement
Officers. (a) The Manager Any Manager, acting alone, may appoint one or more officers of the Company at any time. The officers of the Company(each, if deemed necessary by the Manager may include an “Officer”), including, without limitation, a presidentPresident, a Chief Executive Officer, a Chief Operating Officer, a Secretary, a Treasurer, one or more vice presidents, secretary Vice Presidents and one or more assistant secretariesAssistant Secretaries, and chief financial officer Assistant Vice Presidents. Any two or more offices may be held by the same person. Each such Officer shall have delegated to him or her the authority and power to execute and deliver on behalf of the Company (and to cause the Company to perform) any and all such contracts, certificates, agreements, instruments and other documents, and to take any such action, as any Manager deems necessary or appropriate, all as may be set forth in a written delegation of authority executed by any Manager. In addition, unless a Manager decides otherwise, if the title given to such Officer is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Officers shall serve at the pleasure of the Managers, and any Manager may remove any person as an Officer and/or appoint additional persons as Officers, as any such Manager deems necessary or more assistant treasurers)desirable. Any individual may hold any number of offices. The officers shall exercise such powers and perform such duties as specified in this Agreement and as shall be determined from time to time by the Manager.
(b) Subject to the rights, if any, of an officer under a contract of employment, any officer may be removed, either with or without cause, by the Manager at any time. Any officer Officer may resign at any time by giving written notice of such resignation to the Company. Any Unless otherwise specified in such written notice, such resignation shall take effect at upon receipt thereof by the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, Company and the acceptance of the such resignation shall not be necessary to make it effective. Any resignation is without prejudice to Person dealing with the rightsCompany may conclusively presume that an Officer specified in such a written delegation of authority who executes a contract, if anycertificate, agreement, instrument or other document on behalf of the Company under any contract has the full power and authority to which do so and each such document shall, for all purposes, be duly authorized, executed and delivered by the officer is a party. A vacancy in any office because Company upon execution and delivery by such Officer.
(b) The Officers, to the extent of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed their powers set forth in this Agreement or otherwise vested in them by action of a Manager not inconsistent with this Agreement, are agents of the Company for regular appointments to that office.
(c) The president shall be the chief executive officer purpose of conducting the business and affairs of the Company, and shall, subject to the control actions of the Manager, have general and active management of the business of any Officer taken in accordance with such powers shall bind the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have any third party dealing with such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof Officer shall be expressly delegated entitled to rely conclusively (without making inquiry of any kind) on any actions so taken as being properly authorized by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Aquarius Gaming LLC), Limited Liability Company Agreement (Aquarius Gaming LLC)
Officers. (a) The Manager may appoint officers Officers of the Company at any timeshall be appointed as provided in this Section 5.6 and shall include a President and Chief Executive Officer (the “CEO”), a Chief Financial Officer and a Chief Operations Officer, and may include a Secretary, a Treasurer, one or more Vice Presidents (including, one or more Executive or Senior Vice Presidents), and such other Officers with such titles and responsibilities as the Board may from time to time determine. The officers Board may choose not to fill any office for any period as it may deem advisable. Any two or more offices may be held by the same Person and Officers need not be employees of the Company. The CEO shall be appointed by the Board. The CEO shall nominate all other potential Officers of the Company, if deemed necessary by subject to the Manager may include a president, one or more vice presidents, secretary Board’s confirmation and one or more assistant secretariesapproval in accordance with Section 5.7(a)(xvii), and chief financial officer (any such potential Officer shall become an Officer of the Company upon receipt of such Board confirmation and one approval. Each Officer shall hold office until a successor is duly elected and qualified or more assistant treasurers)until the earlier of his or her death, resignation or removal as hereinafter provided. Any individual may hold any number Officer of offices. The officers shall exercise such powers and perform such duties as specified in this Agreement and as shall be determined from time to time by the Manager.
(b) Subject to the rights, if any, of an officer under a contract of employment, any officer Company may be removed, either with or without cause, by the Manager at any time. Any officer may resign removed at any time by giving written notice to the CompanyBoard. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party. A vacancy occurring in any office of an Officer because of death, resignation, removal, disqualification or otherwise, may be filled by the Board then in office. In the case of the absence or disability of any Officer of the Company and of any Person hereby authorized to act in such Officer’s place during such Officer’s absence or disability, the Board may by resolution delegate the powers and duties of such Officer to any other cause shall be filled in the manner prescribed Officer, or to any other Person whom it may select. Subject to (i) Section 5.7, (ii) any limitations, restrictions or directions provided for in this Agreement for regular appointments or by the Board and (iii) the general oversight of the Board, the CEO and other Officers of the Company shall have, in a manner consistent with the management and control granted to that officeofficers of a corporation under the laws of the state of Delaware, power and authority to manage and control the day-to-day business, operations and affairs of the Company in the ordinary course of its business, to make all decisions affecting the day-to-day business, operations and affairs of the Company in the ordinary course of its business and to take all such actions as they determine necessary or appropriate to accomplish the foregoing.
(b) The Officers of the Company as of the Effective Date are set forth on Exhibit C hereto.
(c) The president shall Except as may otherwise be determined by the chief executive officer Board, the duties and responsibilities of the Company, and shall, subject to the control of the Manager, have general and active management of the business Officers of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.follows:
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Sanchez Energy Corp), Securities Purchase Agreement (Sanchez Energy Corp)
Officers. (a) The Manager may appoint officers Board of the Company at any Managers may, from time to time. The , designate one or more persons to be officers of the Company, if deemed necessary by the Manager may include a president, one or more vice presidents, secretary and one or more assistant secretaries, and chief financial officer (and one or more assistant treasurers). Any individual may hold any number of offices. The officers so designated shall exercise have such powers authority and perform such duties as specified in this Agreement and as shall be determined the Board of Managers may, from time to time time, delegate to them. The Board of Managers may assign titles to particular officers. Unless the Board of Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the General Corporation Law of Delaware, the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office, subject to any restrictions on such authority as may be imposed by the ManagerBoard of Managers. Any number of offices may be held by the same person.
(b) Subject Each officer shall hold office until his or her successor shall be duly designated and qualified or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided. Any officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Board of Managers. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the rights, if any, of an officer under a contract of employment, any resignation. Any officer may be removedremoved as such, either with or without cause, by the Manager at any time. Any officer may resign at any time by giving written notice to Board of Managers whenever in its judgment the Company. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, best interests of the Company under any contract to which the officer is a partywill be served thereby. A Any vacancy occurring in any office because of death, resignation, removal, disqualification or any other cause shall the Company may be filled in by the manner prescribed in this Agreement for regular appointments to that officeBoard of Managers.
(c) The president shall be the chief executive officer of the Company, and shall, subject to the control of the Manager, have general and active management of the business following persons are hereby appointed officers of the Company and shall see that all orders and resolutions effective as of the Manager are carried into effect. The president shall have the general powers Effective Date as follows: ▇▇▇ ▇▇▇▇▇▇▇▇▇ – President and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Chief Executive Officer ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ – Chief Financial Officer ▇▇▇▇▇▇ ▇▇▇▇▇▇ – Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.▇▇▇▇▇▇ ▇▇▇▇▇ – Treasurer ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ – Assistant Treasurer ▇▇▇▇▇▇ ▇▇▇▇▇▇ – Assistant Treasurer
Appears in 2 contracts
Sources: Operating Agreement, Operating Agreement
Officers. (a) The Manager Managing Member may appoint, employ or otherwise contract with any Person for the transaction of the business of the Company or the performance of services for or on behalf of the Company, and the Managing Member may delegate to any such Persons such authority to act on behalf of the Company as the Managing Member may from time to time deem appropriate.
(b) Except as set forth herein, the Managing Member may appoint one or more officers of the Company (each, an “Officer”) at any time. The officers of , and the Company, if deemed necessary by the Manager Officers may include a president, one or more vice presidents, secretary and a secretary, one or more assistant secretaries, and a chief executive officer, a chief financial officer (and officer, a general counsel, a treasurer, one or more assistant treasurers), a chief operating officer, an executive chairman, and any other Officers that the Managing Member deems appropriate. Except as set forth herein, the Officers will serve at the pleasure of the Managing Member, subject to all rights, if any, of such Officer under any contract of employment. Any individual may hold any number of offices. The officers shall exercise such powers , and perform such duties as specified in an Officer may, but need not, be a Member of the Company.
(c) Subject to this Agreement and as shall be determined from time to time by the Manager.
(b) Subject to the rights, if any, of an officer Officer under a contract of employment, any officer Officer may be removed, either with or without cause, by the Manager at any timeManaging Member. Any officer Officer may resign at any time by giving written notice to the CompanyManaging Member. Any resignation shall will take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall will not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer Officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall will be filled in the manner prescribed in this Agreement for regular appointments to that office.
(cd) The president shall be Unless the chief executive Managing Member decides otherwise, if an Officer’s title is one commonly used for an officer of a Delaware corporation, the Company, assignment of such title shall constitute the delegation to such Officer of the authority and shallduties that are normally associated with that office if such Officer held such office for a Delaware corporation, subject to any restrictions on such authority imposed by the control Managing Member. In connection with the performance of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and their duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than oneOfficers, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and Officers shall perform such other duties and have such other powers as the Manager may from time owe to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix Members the same to any instrument requiring itfiduciary duties as they would owe if the Company was a Delaware corporation and the Members were stockholders thereof, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, except as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Companyotherwise set forth herein, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts Section 6.1(c) and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the CompanySection 7.4.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (WaterBridge Infrastructure LLC), Limited Liability Company Agreement (WaterBridge Infrastructure LLC)
Officers. 10.1 The Managers may elect a President, one (a1) The Manager or more Vice Presidents, a Secretary, a Treasurer, one (1) or more Assistant Secretaries and one (1) or more Assistant Treasurers. One (1) person may appoint officers hold any two (2) or more of these offices. Each officer so elected shall hold office until his successor shall have been duly elected and qualified or until his death, resignation or removal in the manner hereinafter provided.
10.2 Every officer is an agent of the Company at any timefor the purpose of its business. The officers act of an officer, including the execution in the name of the Company of any instrument for apparently carrying on in the usual way the business of the Company, if deemed binds the Company unless the officer so acting otherwise lacks authority to act for the Company and the person with whom the officer is dealing has knowledge of the fact that the officer has no such authority.
10.3 The Managers may appoint such other officers and agents as they shall deem necessary by the Manager may include a presidentwho shall hold their offices for such terms, one or more vice presidents, secretary and one or more assistant secretaries, and chief financial officer (and one or more assistant treasurers). Any individual may hold any number of offices. The officers shall exercise have such powers authority and perform such duties as specified in this Agreement and as shall be determined the Managers may from time to time determine. The Managers may delegate to any committee or officer the power to appoint any such subordinate officer or agent. No subordinate officer appointed by any committee or superior officer as aforesaid shall be considered as an officer of the Company, the officers of the Company being limited to the officers elected or appointed as such by the ManagerManagers.
(b) Subject to the rights, if any, of an officer under a contract of employment, any officer may be removed, either with or without cause, by the Manager at any time. 10.4 Any officer may resign at any time by giving written notice thereof to the Managers, the President or the Secretary of the Company. Any such resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; therein and, unless otherwise specified in that noticetherein, the acceptance of the such resignation shall not be necessary to make it effective. Any resignation is officer elected or appointed by the Managers or any other officer may be removed at any time with or without cause by the Managers. The removal of any officer shall be without prejudice to the contract rights, if any, of the Company under person so removed. Election or appointment of an officer or agent shall not of itself create any contract to which the officer is a partyrights. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled for the unexpired portion of the term by the Managers, but in the manner prescribed case of a vacancy occurring in an office filled by a committee or superior officer in accordance with this Agreement for regular appointments to that officeCompany Agreement, such vacancy may be filled by such committee or superior officer.
(c) 10.5 The president President shall be the chief executive officer of the Company, Company and shall, subject to the control of the Manager, shall have general and active management of the business of the Company. The President shall have the general supervision and direction of all other officers of the Company with full power to see that their duties are properly performed and shall see that all orders and resolutions of the Manager Members and the Managers of the Company are carried into effect. The president President shall have preside at all meetings of the general powers Members and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal Managers of the Company. He may sign certificates for units of Membership Interests of the Company and any deeds, bonds, mortgages, contracts and other documents which the Managers of the Company have authorized to be executed, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager Managers of the Company or this Company Agreement to some other officer or agent of the Company. In addition, the President shall perform whatever duties and shall exercise all the powers that are given to him by the Managers of the Company.
(d) 10.6 The vice-presidentVice Presidents shall perform the duties as are given to them by this Company Agreement and as may from time to time be assigned to them by the Managers of the Company or by the President and may sign certificates for units of Membership Interests of the Company. At the request of the President, or if there shall be more than onein his absence or disability, the vice-presidents in the order determined Vice President, designated by the Manager, shall, President (or in the absence or disability of such designation, the presidentsenior Vice President), shall perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribePresident.
(e) 10.7 The secretary Secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book keep or cause to be kept for that purpose at the principal office of the Company, or such other place as the Managers may direct, a book of minutes of all meetings and actions of the Managers and Members and any committees or other delegates of the Managers and Members. The Secretary shall perform like duties also keep or cause to be kept at the principal office of the Company those records required for the standing committees when requiredconduct of the business and affairs of the Company. The secretary Secretary shall give or cause to be given, given notice of all meetings of the Members Managers and Members, and shall have such other powers and perform such other duties as may be prescribed by the Manager. Managers, the President, or this Company Agreement.
10.8 The secretary Treasurer shall have custody of be the seal, if any, chief financial officer of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, maintain or cause to be kept and maintained, maintained adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer books of account shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging at all reasonable times be open to the Company, and inspection by any Manager or Member. The Treasurer shall deposit all moneys monies and other valuable effects valuables in the name and to the credit of the Company in with such depositories as may be designated by the ManagerManagers or the President. The chief financial officer Treasurer shall disburse the funds of the Company as may be ordered by the Manager. The Managers, shall render to the President, the Managers and the Members, whenever they request it, an account of all of the Treasurer’s transactions as chief financial officer and of the financial conditions of the Company and shall have other powers and perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in by the Managers or the President or this Agreement Company Agreement.
10.9 The salary or other compensation of officers shall be fixed from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer Managers of the Company. The Managers may delegate to any committee or officer the power to fix from time to time the salary or other compensation of subordinate officers and agents appointed in accordance with the provisions of this Company Agreement.
Appears in 2 contracts
Sources: Company Agreement (FP Tech Holdings, LLC), Company Agreement (Firepond, Inc.)
Officers. (a) The Manager may appoint may, from time to time, designate one or more Persons to be officers of the Company at any timeLLC (each such person an “Officer”). The officers of the Company, if deemed necessary Any Officers designated by the Manager may include a president, one or more vice presidents, secretary and one or more assistant secretaries, and chief financial officer (and one or more assistant treasurers). Any individual may hold any number of offices. The officers shall exercise have such powers authority and perform such duties as specified in this Agreement and as shall be determined the Manager may, from time to time time, delegate to them. The Manager may assign titles to particular Officers. Any number of offices may be held by the Managersame person. No Officer need be a resident of the State of Delaware or of the United States of America. No Officer shall be an employee, consultant or representative of Theravance Biopharma, except for Permitted Consultants.
(b) Subject Each Officer shall hold office until his or her successor shall be duly designated and qualified or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided.
(c) Any Officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Manager. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the rights, if any, of an officer under a contract of employment, any officer resignation.
(d) Any Officer may be removedremoved as such, either with or without cause, by the Manager at any timewhenever in its judgment the best interests of the LLC will be served thereby. Any officer vacancy occurring in any office of the LLC may resign at any time be filled by giving written notice the Manager.
(e) To the fullest extent permitted by law, and in all instances solely to the Company. Any resignation shall take effect at extent not inconsistent with the date specific provisions of this Agreement, it is the intention of the receipt of parties that notice those Officers with titles expressly referenced in the DGCL or at any later time specified customarily used in that notice; andcorporations organized under the DGCL, in their respective capacities as such, shall, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party. A vacancy in any office because of death, resignation, removal, disqualification provided herein or any other cause shall be filled in the manner prescribed in this Agreement for regular appointments to that office.
(c) The president shall be the chief executive officer of the Company, and shall, subject to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shallhave the statutory and customary rights, powers, authority, duties and responsibilities of officers with similar titles of a for-profit stock corporation organized and existing under the DGCL. Notwithstanding the foregoing, no Officer shall have any right, power or authority to cause the LLC to enter into any transaction or to take or fail to take any other action that requires any consent, approval or waiver (i) of the Managers or any Members (including a Majority in Interest of the Class A Members or a Majority in Interest of the Class B Members), (ii) pursuant to the terms of this Agreement or (iii) under applicable law, in each case without obtaining in advance such consent, approval or waiver. Each Officer is hereby delegated such rights, powers and authority with respect to the absence or disability management of the president, perform the duties business and exercise the powers affairs of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties LLC as may be prescribed by necessary or advisable to effect the Manager. The secretary shall have custody provisions of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in this Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation7.1(e).
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts initial Officers of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and LLC shall be those individuals designated as the chief financial and accounting officer of the Company.Officers on Exhibit B.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Theravance Inc), Limited Liability Company Agreement (Theravance Biopharma, Inc.)
Officers. (a) The Manager Managing Member may appoint officers appoint, employ or otherwise contract with any Person for the transaction of the business of the Company at any time. The officers or the performance of services for or on behalf of the Company, if deemed necessary and the Managing Member may delegate to any such Persons such authority to act on behalf of the Company as the Managing Member may from time to time deem appropriate.
(b) The initial president and chief executive officer of the Company (the “President and Chief Executive Officer”) will be ▇▇▇▇ ▇▇▇▇▇▇▇▇.
(c) Except as otherwise set forth herein, the President and Chief Executive Officer will be responsible for the general and active management of the business of the Company and its Subsidiaries and will see that all orders of the Managing Member are carried into effect. The President and Chief Executive Officer will report to the Managing Member and have the general powers and duties of management usually vested in the office of president and chief executive officer of a corporation organized under the DGCL, subject to the terms of this Agreement, and will have such other powers and duties as may be prescribed by the Manager Managing Member or this Agreement. The President and Chief Executive Officer will have the power to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by Law to be otherwise signed and executed, and except where the signing and execution thereof will be expressly delegated by the Managing Member to some other Officer or agent of the Company.
(d) Except as set forth herein, the Managing Member may appoint Officers at any time, and the Officers may include a president, one or more vice presidents, secretary and a secretary, one or more assistant secretaries, and a chief financial officer (and officer, a general counsel, a treasurer, one or more assistant treasurers), a chief operating officer, an executive chairman, and any other officers that the Managing Member deems appropriate. Except as set forth herein, the Officers will serve at the pleasure of the Managing Member, subject to all rights, if any, of such Officer under any contract of employment. Any individual may hold any number of offices, and an Officer may, but need not, be a Member of the Company. The officers shall Officers will exercise such powers and perform such duties as specified in this Agreement and or as shall be determined from time to time by the ManagerManaging Member.
(be) Subject to this Agreement and to the rights, if any, of an officer Officer under a contract of employment, any officer Officer may be removed, either with or without cause, by the Manager at any timeManaging Member. Any officer Officer may resign at any time by giving written notice to the CompanyManaging Member. Any resignation shall will take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall will not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer Officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall will be filled in the manner prescribed in this Agreement for regular appointments to that office.
(c) The president shall be the chief executive officer of the Company, and shall, subject to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Rosehill Resources Inc.), Limited Liability Company Agreement (Rosehill Resources Inc.)
Officers. (a) 5.13.1 The Manager may appoint officers of the Company at any timeshall be a President, a Secretary and a Treasurer, which officers shall be elected by the Governing Board. In addition, the Governing Board may also elect a Chairman of the Board. The officers President may appoint one or more Vice Presidents (one or more of the Company, if deemed necessary by the Manager whom may include be designated an Executive Vice President or a presidentSenior Vice President), one or more vice presidents, secretary and one Assistant Secretaries or more assistant secretariesAssistant Treasurers, and chief financial officer (and one such other officers as he or more assistant treasurers). Any individual she may hold any number of offices. The officers shall exercise such powers and perform such duties as specified in this Agreement and as shall be determined from time to time deem advisable. Any number of offices, may be held by the Managersame person. No officer except the Chairman of the Board need be a member of the Governing Board.
(b) Subject to 5.13.2 Each of the rightsPresident, Secretary and Treasurer will be elected by the Governing Board and will hold office for such term, if any, of an as the Governing Board shall determine. Each other officer under a contract of employmentwill be appointed by the President and will hold office for such term, any if any, as the President shall determine. Any officer may be removedremoved at any time, either with or without cause, by the Manager vote of a majority of the Governing Board. Any officer (other than the President, Secretary and Treasurer) may be removed at any time. , either with or without cause, by the President.
5.13.3 Any officer may resign at any time by giving written notice to the CompanyGoverning Board or to the President. Any Such resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that the notice, or if no time is specified, at the time of receipt of the notice, and the acceptance of the such resignation shall not be necessary to make it effective. Any resignation is without prejudice to .
5.13.4 The compensation of officers will be fixed by the rightsPresident or in such manner as the Governing Board may otherwise provide; provided that the Governing Board will fix the compensation of the President.
5.13.5 The Chairman of the Board, if any, shall preside at all meetings of the Company under any contract Members and of the Governing Board and will have such other duties as from time to which time may be assigned to the officer is a party. A vacancy in any office because Chairman of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in this Agreement for regular appointments to that officeBoard by the Governing Board.
(c) 5.13.6 The president President shall be the chief executive officer Chief Executive Officer of the Company, shall have general charge of management of the business and shallaffairs of the Company, subject to the control of the ManagerGoverning Board, have general and active management of the business of the Company and shall see insure that all orders and resolutions of the Manager Governing Board are carried into effect. The president shall have President will preside over any meeting of the general powers Members or the Governing Board at which the Chairman of the Board is not present.
5.13.7 The officers of the Company, other than the Chairman of the Board and duties of management usually vested in the office of president of a corporationPresident, and shall have such other powers and perform such duties in the management of the property and affairs of the Company, subject to the control of the Governing Board and the President, as customarily pertain to their respective offices in a Delaware corporation, as well as such powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the ManagerGoverning Board.
5.13.8 The Company may secure the fidelity of any or all of its officers or agents by bond or otherwise. The secretary shall have custody of In addition, the sealGoverning Board may require any officer, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by employee to give security for the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general faithful performance of his duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Colt Defense Technical Services LLC), Limited Liability Company Agreement (Colt Finance Corp.)
Officers. (a) The Manager may appoint officers of the Company at any time. The officers of the Companycorporation shall consist of the President, if deemed necessary the Secretary and the Treasurer, and each of them shall be appointed by the Manager Board. The corporation may include also have a presidentChairman of the Board, one or more vice presidentsVice Presidents, secretary and a Controller, one or more assistant secretariesAssistant Secretaries and Assistant Treasurers, and chief financial officer (and one such other officers as may be appointed by the Board, or with authorization from the Board by the President. The order of the seniority of the Vice Presidents shall be in the order of their nomination, unless otherwise determined by the Board. Any two or more assistant treasurers). Any individual of such offices may hold any number of officesbe held by the same person. The Board may appoint, and may empower the President to appoint, such other officers as the business of the corporation may require, each of whom shall exercise have such powers authority and perform such duties as specified are provided in this Agreement and these Bylaws or as shall be determined the Board may from time to time by determine. All officers of the Manager.
(b) Subject corporation shall hold office from the date appointed to the rightsdate of the next succeeding regular meeting of the Board following the meeting of shareholders at which the Board is elected, if anyand until their successors are elected; provided that all officers, as well as any other employee or agent of the corporation, may be removed at any time at the pleasure of the Board, or, except in the case of an officer under a contract of employmentchosen by the Board, by any officer upon whom such power of removal may be removed, either with or without cause, conferred by the Manager at Board, and upon the removal, resignation, death or incapacity of any timeofficer, the Board or the President, in cases where he or she has been vested by the Board with power to appoint, may declare such office vacant and fill such vacancy. Nothing in these Bylaws shall be construed as creating any kind of contractual right to employment with the corporation. Any officer may resign at any time by giving written notice to the CompanyBoard, the President, or the Secretary of the corporation, without prejudice, however, to the rights, if any, of the corporation under any contract to which such officer is a party. Any such resignation shall take effect at the date of the receipt of that such notice or at any later time specified in that noticetherein; and, unless otherwise specified in that noticetherein, the acceptance of the such resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, The salary and other compensation of the Company under any contract to which the officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause officers shall be filled in the manner prescribed in this Agreement for regular appointments to that office.
(c) The president shall be the chief executive officer of the Company, and shall, subject to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or fixed from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities resolution of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated manner determined by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the CompanyBoard.
Appears in 2 contracts
Sources: Agreement and Plan of Merger (Cardiogenesis Corp /CA), Agreement and Plan of Merger (Cryolife Inc)
Officers. (a) 26.1 The Manager may appoint officers of the Company at any time. The officers shall be chosen by the Board of Directors and shall include a President and a Secretary and may also include a Chief Executive Officer or Officers, a Chairman of the CompanyBoard of Directors, if deemed necessary by a Vice Chairman of the Manager may include a presidentBoard of Directors, one or more vice presidents, secretary and one Vice Presidents (who may be further classified by such descriptions as "Executive," "Senior" or more assistant secretaries"Assistant" as determined by the Board of Directors), and chief financial officer (and one such other officers, as the Board of Directors may deem necessary or more assistant treasurers). Any individual may hold any number of officesappropriate. The officers shall exercise such powers and perform such duties as specified in this Agreement and as shall be determined Board of Directors may from time to time authorize any officer to appoint and remove any other officer or agent and to prescribe such person's authority and duties. Any person may hold at one time two or more offices. Each officer shall have such authority and perform such duties, in addition to those specified in these Articles, as may be prescribed by the ManagerBoard of Directors from time to time.
(b) Subject to 26.2 Each officer shall hold office for the rightsterm for which elected or appointed by the Board of Directors, if any, of an officer under a contract of employment, any and until the person's successor has been elected or appointed and qualified or until such person's earlier resignation or removal. Any officer may be removedremoved by the Board of Directors, either with or without cause, by . The election or appointment of an officer shall not in and of itself create contractual rights against the Manager at any timeCompany. Any officer may resign at any time by giving written notice to the CompanyBoard of Directors or the Secretary. Any such resignation shall take effect at the date of the time specified therein or, if such time is not specified therein, then upon receipt of that notice or at any later time specified in that such notice; and, unless otherwise specified in that noticetherein, the acceptance of the such resignation shall not be necessary to make it effective.
26.3 The Chairman of the Board of Directors shall be a member of the Board of Directors. Any resignation The Chairman of the Board of Directors shall preside at all meetings of the Board of Directors. If the Chairman of the Board of Directors is without prejudice to the rightsnot present, a Vice Chairman, if any, shall preside at such meeting.
26.4 Unless otherwise determined by the Board of Directors, the Chief Executive Officer shall be responsible for the day-to-day management of the business and affairs of the Company under any contract to which the officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in this Agreement for regular appointments to that office.
(c) The president shall be the chief executive officer of the Company, and shall, but subject to the control of the ManagerBoard of Directors) and shall enjoy all other powers commonly incident to the office. If so directed by the Board of Directors, have general and active management more than one individual may concurrently serve as Co-Chief Executive Officer of the business Company.
26.5 Each of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and Vice Presidents shall have such other powers authority and perform such duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribeby the Board of Directors.
(e) 26.6 The secretary Secretary shall attend all keep the minutes of the meetings of the Members, Members and shall record all the proceedings Board of the meeting in a book to be kept for that purpose Directors and give notice of such meetings and shall perform like duties for the standing committees of the Board of Directors when so required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary Secretary shall have custody of the sealseal and affix and attest the seal to any instrument to be executed under seal and enjoy all powers commonly incident to the office. In the case of the absence or inability to act of the Secretary, if anyany Assistant Secretary (or, in the case of keeping minutes of a meeting of Members or Directors, any other person designated by the presiding officer of such meeting) may act in the Secretary's place.
26.7 Compensation of officers, agents and employees of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or fixed from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintainby, or cause to be kept and maintainedunder the authority of, adequate and correct books and records the Board of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the CompanyDirectors.
Appears in 2 contracts
Sources: Agreement and Plan of Merger and Exchange Agreement (Veritas DGC Inc), Agreement and Plan of Merger and Exchange Agreement (Petroleum Geo Services Asa)
Officers. (a) The Manager may appoint officers of the Company at any time. The shall consist of such officers of as may be determined by the CompanyManaging Member ("Officers"); provided, however, that, if the Managing Member determines to establish any officer position with a title expressly referenced in the DGCL or customarily used in corporations organized under the DGCL, such Officer shall, to the maximum extent possible, have the duties and responsibilities, and be deemed necessary to have been delegated to him by the Manager may include a presidentManaging Member the rights, one or more vice presidents, secretary and one or more assistant secretaries, and chief financial officer (and one or more assistant treasurers). Any individual may hold any number of offices. The officers shall exercise such powers and perform authority, associated with such duties officer position under the DGCL or customarily associated with such officer position in such corporations, as specified in this Agreement and as shall be determined from time to time by the Managercase may be.
(b) Subject No Officer need be a Member. Any two or more offices may be held by the same person. Each Officer of the Company shall be required to devote only such time to the rights, if any, business and affairs of an officer under a contract of employment, any officer the Company as may be removedreasonably necessary for the discharge of his duties and responsibilities to the Company in such capacity, either and no Officer of the Company shall be required to devote full time to the business and affairs of the Company unless the Managing Member determines otherwise.
(c) Except as otherwise provided by Law or by this Agreement, each Officer shall hold office until his death, resignation or removal, unless a different term is specified in the action of the Managing Member designating him. Any Officer may resign by delivering his written resignation to the Managing Member. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. Any Officer may be removed at any time, with or without cause, by the Manager at any time. Any officer may resign at any time by giving written notice to the Company. Any resignation shall take effect at the date action of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in this Agreement for regular appointments to that office.
(c) The president shall be the chief executive officer of the Company, and shall, subject to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the CompanyManaging Member.
(d) The vice-presidentExcept as the Managing Member may otherwise determine, no Officer who resigns or is removed shall have any right to any compensation as an Officer for any period following his resignation or removal, or if there shall any right to damages on account of such removal, whether his compensation be more than one, the vice-presidents in the order determined by the Managermonth or by the year or otherwise, shall, unless such compensation is expressly provided in a duly authorized written agreement with the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribeCompany.
(e) The secretary shall attend all meetings of the MembersManaging Member may, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be givenits discretion, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, fill any vacancy occurring in any office of the Company and the Secretary shall have authority to affix the same to for any instrument requiring it, and when so affixed, reason or leave such vacancy unfilled for such period as it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporationdetermine.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Nortel Networks Corp), Limited Liability Company Agreement (Arris Group Inc)
Officers. (a) The Manager Managing Member may appoint officers appoint, employ or otherwise contract with any Person for the transaction of the business of the Company at any time. The officers or the performance of services for or on behalf of the Company, if deemed necessary by and the Manager Managing Member may delegate to any such Persons such authority to act on behalf of the Company as the Managing Member may from time to time deem appropriate.
(b) Except as set forth herein, the Managing Member may appoint one or more Officers (each, an “Officer”) at any time, and the Officers may include a president, one or more vice presidents, secretary and a secretary, one or more assistant secretaries, and a chief executive officer, a chief financial officer (and officer, a general counsel, a treasurer, one or more assistant treasurers), a chief operating officer, an executive chairman, and any other officers that the Managing Member deems appropriate. Except as set forth herein, the Officers will serve at the pleasure of the Managing Member, subject to all rights, if any, of such Officer under any contract of employment. Any individual may hold any number of offices. The officers shall exercise such powers , and perform such duties as specified in an Officer may, but need not, be a Member of the Company.
(c) Subject to this Agreement and as shall be determined from time to time by the Manager.
(b) Subject to the rights, if any, of an officer Officer under a contract of employment, any officer Officer may be removed, either with or without cause, by the Manager at any timeManaging Member. Any officer Officer may resign at any time by giving written notice to the CompanyManaging Member. Any resignation shall will take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall will not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer Officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall will be filled in the manner prescribed in this Agreement for regular appointments to that office.
(cd) The president shall be Unless the chief executive Managing Member decides otherwise, if an Officer’s title is one commonly used for an officer of a Delaware corporation, the Company, assignment of such title shall constitute the delegation to such Officer of the authority and shallduties that are normally associated with that office if such Officer held such office for a Delaware corporation, subject to any restrictions on such authority imposed by the control Managing Member. In connection with the performance of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and their duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than oneOfficers, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and Officers shall perform such other duties and have such other powers as the Manager may from time owe to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix Members the same to any instrument requiring itfiduciary duties as they would owe if the Company was a Delaware corporation and the Members were stockholders thereof, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, except as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Companyotherwise set forth herein, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts Section 6.1(c) and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the CompanySection 7.4.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (LandBridge Co LLC), Limited Liability Company Agreement (LandBridge Co LLC)
Officers. (a) Section 11.1 The Manager may appoint officers of the Company at shall consist of any time. The officers of the Companyfollowing as the Managers may elect or appoint from time to time: a Chief Executive Officer, if deemed necessary by the Manager may include a presidentPresident, one or more vice presidentsa Secretary, secretary a Treasurer, and one or more assistant secretariesVice Presidents, and chief financial officer (and one which may be designated as Executive Vice Presidents or more assistant treasurers). Any individual may hold any number of officesSenior Vice Presidents. The Managers may appoint such other officers and agents, including a General Counsel, Chief Legal Officer, a Chief Financial Officer and such Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers, as they shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as specified in this Agreement and as shall be determined from time to time by the ManagerManagers. Any two or more offices may be held by the same person.
(b) Subject Section 11.2 The officers of the Company shall be elected annually by the Managers at a regular meeting of the Managers held immediately prior to, or immediately following, the annual meeting of Members, or as soon thereafter as conveniently possible. Each officer shall hold office until his or her successor shall have been chosen and shall have qualified or until his or her death or the effective date of his or her resignation or removal.
Section 11.3 Any officer or agent elected or appointed by the Managers or the Executive Committee may be removed without cause by the Managers whenever, in their judgment, the best interests of the Company shall be served thereby, but such removal shall be without prejudice to the contractual rights, if any, of an officer under a contract of employment, any officer may be the person so removed, either with or without cause, by the Manager at any time. Any officer may resign at any time by giving written notice to the Company. Any such resignation shall take effect at the date of the receipt of that such notice or at any later time specified in that notice; andtherein, and unless otherwise specified in that noticetherein, the acceptance of the such resignation shall not be necessary to make it effective. .
Section 11.4 Any resignation is without prejudice to the rights, if any, vacancy occurring in any office of the Company under any contract to which the officer is a party. A vacancy in any office because of by death, resignation, removalremoval or otherwise, disqualification may be filled by the Managers for the unexpired portion of the term.
Section 11.5 The salaries of all officers and agents of the Company shall be fixed by the Managers or pursuant to their direction; and no officer shall be prevented from receiving such salary by reason of his also being a Manager.
Section 11.6 The Chief Executive Officer, the President and any Vice President (including any Executive Vice President or Senior Vice President) shall have authority to sign any deeds, bonds, mortgages, guarantees, indemnities, contracts, checks, notes, drafts or other instruments authorized to be executed by the Managers or any other cause shall be filled in the manner prescribed duly authorized committee thereof.
Section 11.7 The Chief Executive Officer, if one is elected or appointed as provided in this Agreement Agreement, shall serve as general manager of the business and affairs of the Company and shall report directly to the Managers, with all other officers, officials, employees and agents reporting directly or indirectly to him. The Chief Executive Officer shall preside at all meetings of the Members. The Chief Executive Officer shall also preside at all meetings of the Managers unless the Managers shall have chosen another presiding officer. The Chief Executive Officer shall formulate and submit to the Managers or the Executive Committee matters of general policy for regular appointments the Company; he shall keep the Managers and Executive Committee fully informed and shall consult with them concerning the business of the Company. Subject to that office.
(c) The president the supervision, approval and review of his actions by the Managers, the Chief Executive Officer shall be have authority to cause the chief executive officer employment or appointment of and the discharge of assistant officers, employees and agents of the Company, and shallto fix their compensation; and to suspend for cause, pending final action by the Managers or Executive Committee, any officer subordinate to the Chief Executive Officer. The Chief Executive Officer shall designate the person or persons who shall exercise his powers and perform his duties in his absence or disability and the absence or disability of the President.
Section 11.8 The President shall be the chief operating officer of the Company and, subject to the control of the ManagerManagers and Chief Executive Officer, have shall in general supervise and active management of control the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal operations of the Company, except where required or permitted by law to be otherwise signed and executed, and except where . In the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent absence of the Company.
(d) The vice-president, or if there shall be more than oneChief Executive Officer, the vice-presidents in President shall preside at all meetings of the order determined by the ManagerManagers, shalland, in the absence or disability of the presidentChief Executive Officer, perform the duties and exercise the powers of the president and he shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of preside at all meetings of the Members of the Company, unless in either case the Managers shall have chosen another presiding officer. He shall keep the Chief Executive Officer fully informed and shall consult with him concerning the business of the Company. He shall perform all other duties normally incident to such office and such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the ManagerManagers, the Executive Committee or the Chief Executive Officer. In the absence or disability of the Chief Executive Officer, the President shall exercise the powers and perform the duties of the Chief Executive Officer, unless such authority shall have been otherwise delegated by the Managers, Executive Committee or Chief Executive Officer to another person.
Section 11.9 The Vice Presidents shall perform all duties normally incident to such office and such other duties as may be prescribed from time to time by the Managers, the Executive Committee, the Chief Executive Officer or the President.
Section 11.10 If appointed, the General Counsel or chief legal officer of the Company shall have charge of all matters of legal importance to the Company and shall keep the Managers, the Executive Committee, the Chief Executive Officer and the President advised of the character and progress of all legal proceedings and claims by and against the Company, or in which it is interested by reason of its ownership of or affiliation with other corporations or entities; when requested by the Managers, the Executive Committee, the Chief Executive Officer or the President, render his or her opinion upon any subjects of interest to the Company which may be referred to him or her; monitor activities of the Company to assure that the Company complies with the laws applicable to the Company and in general perform all other duties normally incident to such office and such other duties as may be prescribed from time to time by the Managers, the Executive Committee, the Chief Executive Officer or the President.
Section 11.11 If appointed, the Chief Financial Officer shall be the principal financial officer of the Company and, unless the Managers shall so designate another officer, shall also be the principal accounting officer of the Company. The secretary Chief Financial Officer shall have in general supervise and control the general duties, powers keeping and responsibilities maintaining of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate proper and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its 's assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts capital, surplus, shares, properties and Company Interests. The chief financial officer shall have the custody business transactions, as well as all funds, securities, evidences of the funds indebtedness and securities other valuable documents of the Company, . The Chief Financial Officer shall keep the Chief Executive Officer fully informed and shall keep full consult with him or her concerning financial matters affecting the Company and accurate accounts of receipts and disbursements in books belonging shall render such reports to the CompanyManagers, and shall deposit all moneys and other valuable effects in the name and to Executive Committee, the credit of Chief Executive Officer or the Company in such depositories President as they may be designated by the Managerrequest. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer He or she shall perform all other duties normally incident to such office and such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. Managers, the Executive Committee, the Chief Executive Officer or the President.
Section 11.12 The chief financial officer Secretary shall attend, and record and have custody of, the minutes of the meetings of the Members, Managers, and committees of Managers; see that all notices are duly given in accordance with the provisions of this Agreement and as required by law; be custodian of the records; and in general, perform all duties normally incident to such office and such other duties as may be prescribed from time to time by the Managers, the Executive Committee, the Chief Executive Officer or the President.
Section 11.13 The Treasurer shall have the general duties, powers charge and responsibilities custody of a chief financial officer of a corporation, and shall be the chief financial and accounting officer responsible for all funds of the Company; and in general, perform all the duties incident to such office and such other duties as may be prescribed from time to time by the Managers, the Executive Committee, the Chief Executive Officer or the President.
Section 11.14 If appointed, the Controller shall have charge and supervision of and be responsible for the accounting function of the Company and, in general perform all duties incident to such office and such other duties as may be prescribed from time to time by the Managers, the Executive Committee, the Chief Executive Officer or the President.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (CST Metro LLC), Limited Liability Company Agreement (CST Metro LLC)
Officers. (a) The Manager may appoint officers of the Company at any time. The officers of the CompanyCorporation shall be a Chairman of the Board, if deemed necessary by the Manager may include a presidentChief Executive Officer, Chief Operating Officer, President, Chief Technical Officer, Chief Information Officer, Chief Financial Officer, one (1) or more vice presidentsVice Presidents, secretary a General Counsel, a Secretary and one or more assistant secretaries, and chief financial officer (and one or more assistant treasurers). Any individual may hold any number of offices. The officers shall exercise such powers and perform such duties as specified in this Agreement and as shall be determined from time to time by the Manager.
(b) Subject to the rightsadditional officers, if any, of an officer under a contract of employment, any officer may as shall be removed, either with or without cause, elected by the Manager Board of Directors pursuant to the provisions of Section 12 of this Article III. The Chairman of the Board, the Chief Executive Officer, the Chief Operating Officer, the President, the Chief Technical Officer, the Chief Information Officer, one (1) or more Vice Presidents, the General Counsel and the Secretary shall be elected by the Board of Directors after each annual meeting of the stockholders. The failure to hold such election shall not of itself terminate the term of office of any officer. All officers shall hold office at any timethe pleasure of the Board of Directors. Any officer may resign at any time by giving upon written notice to the CompanyCorporation. Officers may, but need not, be Directors. Any resignation shall take effect at number of offices may be held by the date same person. All officers, agents and employees of the receipt of that notice Corporation shall be subject to removal, with or without cause, at any later time specified in that notice; and, unless otherwise specified in that notice, by the acceptance Board of the resignation Directors. The removal of an officer without cause shall not be necessary to make it effective. Any resignation is without prejudice to the his contract rights, if any. The election or appointment of an officer shall not of itself create contract rights. All agents and employees other than officers elected by the Board of Directors shall also be subject to removal, with or without cause, at any time by the officers appointing them. Any vacancy caused by the death of any officer, such officer's resignation, his removal or otherwise, may be filled by the Board of Directors, and any officer so elected shall hold office at the pleasure of the Company under any contract to Board of Directors for the unexpired portion of the term of office which the officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in this Agreement for regular appointments to that office.
(c) The president shall be the chief executive officer of the Company, and shall, subject vacant. In addition to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested the officers of the Corporation as set forth in the office of president of a corporationthese By-Laws, and each officer shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president authority and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities Board of a secretary of a corporationDirectors.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Ibs Interactive Inc), Agreement and Plan of Reorganization (Infonautics Inc)
Officers. (a) The Manager may appoint 1. Subject to the restrictions of the Certificate of Incorporation, the officers of the Company at any time. The officers of the Company, if deemed necessary Corporation elected or appointed by the Manager Board of Directors shall include a chief executive officer, president, chief financial officer, treasurer and secretary, and may include a president, one or more vice presidents, secretary and one or more assistant secretaries, and chief financial officer (and one or more assistant treasurers). Any individual such additional officers as may hold any number of offices. The officers shall exercise such powers and perform such duties as specified in this Agreement and as shall be determined from time to time be authorized by these Bylaws or the Board of Directors. The Board of Directors may appoint, or may delegate to the chief executive officer or president the power to appoint, such other officers (including without limitation one or more senior vice-presidents, vice-presidents, assistant secretaries and assistant treasurers) as may be necessary or desirable for the conduct of the business or affairs of the Corporation. Any number of offices may be held by the Managersame person, unless the Certificate of Incorporation or these Bylaws otherwise provide.
(b) Subject 2. Each officer of the Corporation shall hold office until such officer’s successor is elected or appointed by the Board of Directors, or to the rights, if any, extent permitted in Section 1 of an officer under a contract of employment, any officer may be removed, either with or without causethis Article V, by the Manager at any timechief executive officer or president, or until such officer’s death, resignation or removal in the manner hereinafter provided. Any officer may resign at any time by giving written notice to the Companytime. Any Such resignation shall be made in writing or electronic transmission and shall take effect at the date of the receipt of that notice or at any later time specified in that notice; andtherein, unless otherwise specified in that noticeor if no such time is specified, at the time of its receipt by the chief executive officer or secretary. The acceptance of the a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Any resignation is without prejudice Subject to the rights, if any, restrictions of the Company under Certificate of Incorporation, any contract to which officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of directors comprising the whole Board of Directors and any officer is a party. A vacancy in any office because of death, resignation, removal, disqualification elected or any other cause shall be filled in the manner prescribed in this Agreement for regular appointments to that office.
(c) The president shall be appointed by the chief executive officer or president may be removed by the Board of Directors, chief executive officer or president. Subject to the restrictions of the CompanyCertificate of Incorporation, and shall, subject to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested any vacancy occurring in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined Corporation shall be filled by the ManagerBoard of Directors, all documents described or to the extent permitted in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in 1 of this Agreement or from time to time by the Manager. The secretary shall have the general dutiesArticle V, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting executive officer of the Companyor president.
Appears in 2 contracts
Sources: Business Combination Agreement (T-Mobile US, Inc.), Business Combination Agreement (SPRINT Corp)
Officers. (a) The Manager may Board shall have the power and authority to appoint such officers with such titles, authority and duties as determined by the Board. Such Persons so designated by the Board shall be referred to as “Officers.” Unless provided otherwise by resolution of the Company at any time. The officers of Board, the CompanyOfficers shall have the titles, if deemed necessary by the Manager may include a presidentpower, one or more vice presidents, secretary authority and one or more assistant secretaries, and chief financial officer (and one or more assistant treasurers). Any individual may hold any number of offices. The officers shall exercise such powers and perform such duties as specified described below in this Agreement and as shall be determined from time to time by the ManagerArticle VIII.
(b) Subject The Officers of the Company may include a Chief Executive Officer, a President, one or more Executive Vice Presidents and Vice Presidents, and a Secretary, and such other Officers as the Board from time to time may deem proper. All Officers elected by the Board shall each have such powers and duties as generally pertain to their respective offices, subject to the rightsspecific provisions of this Article VIII. Such Officers shall also have such powers and duties as from time to time may be conferred by the Board or by any committee thereof or, with respect to any Executive Vice President, Vice President, Treasurer or Secretary, by the Chief Executive Officer or President, if any. The Board or any committee thereof may from time to time elect, or the Chief Executive Officer or President, if any, of an officer under a contract of employmentmay appoint, any officer such other Officers and such agents, as may be removed, either with necessary or without cause, desirable for the conduct of the business of the Company. Such other Officers and agents shall have such duties and shall hold their offices for such terms as shall be provided in this Agreement or as may be prescribed by the Manager at any timeBoard or such committee thereof or by the Chief Executive Officer or President, as the case may be. Any officer number of offices may resign be held by the same Person.
(c) Each Officer shall hold office until his or her successor shall have been duly elected or appointed and shall have qualified or until such Officer’s earlier death, resignation, disqualification or removal; provided that any Officer may be removed from office at any time by giving written notice to the Company. Any resignation shall take effect at the date affirmative vote of a majority of the receipt Board or, except in the case of that notice an Officer or at any later time specified in that notice; andagent elected by the Board, unless otherwise specified in that noticeby the Chief Executive Officer or President, the acceptance of the resignation if any. Such removal shall not be necessary to make it effective. Any resignation is without prejudice to the contractual rights, if any, of the Person so removed. No elected Officer shall have any contractual rights against the Company under any contract to which for compensation by virtue of such election beyond the officer is a party. A vacancy in any office because date of death, the election of such Officer’s successor or such Officer’s resignation, removal, disqualification or removal, whichever event shall first occur, except as otherwise provided in an employment contract or under an employee deferred compensation plan. Any Officer may resign at any other cause shall be filled in the manner prescribed in this Agreement for regular appointments to that office.
(c) The president shall be the chief executive officer of the Company, and shall, subject time upon written notice to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent Secretary of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (WaterBridge Infrastructure LLC), Limited Liability Company Agreement (WaterBridge Infrastructure LLC)
Officers. (a) The Manager may appoint officers appoint, employ or otherwise contract with any Person for the transaction of the business of the Company at any time. The officers or the performance of services for or on behalf of the Company, and the Manager may delegate to any such Persons such authority to act on behalf of the Company as the Manager may from time to time deem appropriate.
(b) Except as otherwise set forth herein, the President, if deemed necessary appointed by the Manager in its discretion, will be responsible for the general and active management of the business of the Company and its Subsidiaries and will see that all orders of the Manager are carried into effect. The President will report to the Manager and have the general powers and duties of management usually vested in the office of President of a corporation organized under the DGCL, subject to the terms of this Agreement, and will have such other powers and duties as may be prescribed by the Manager or this Agreement. The President will have the power to execute bonds, mortgages and other Contracts requiring a seal, under the seal of the Company, except where required or permitted by Law to be otherwise signed and executed, and except where the signing and execution thereof will be expressly delegated by the Manager to some other Officer or agent of the Company.
(c) Except as set forth herein, the Manager may appoint Officers at any time, and the Officers may include a president, one or more vice presidents, secretary and a secretary, one or more assistant secretaries, and a chief financial officer (and officer, a general counsel, a treasurer, one or more assistant treasurers), a chief operating officer, an executive chairman, and any other officers that the Manager deems appropriate. Except as set forth herein, the Officers will serve at the pleasure of the Manager, subject to all rights, if any, of such Officer under any Contract of employment. Any individual may hold any number of offices, and an Officer may, but need not, be a Member of the Company. The officers shall Officers will exercise such powers and perform such duties as specified in this Agreement and or as shall be determined from time to time by the Manager.
(bd) Subject to the rights, if any, of an officer under a contract of employment, any officer Any Officer may be removed, either with or without cause, by the Manager at any timeManager. Any officer Officer may resign at any time by giving written notice to the CompanyManager. Any resignation shall will take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall will not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract Contract to which the officer Officer is a partyparty or under applicable Law. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall will be filled in the manner prescribed in this Agreement for regular appointments to that office.
(c) The president shall be the chief executive officer of the Company, and shall, subject to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Stagwell Inc), Limited Liability Company Agreement (Stagwell Inc)
Officers. (a) The Manager may appoint Subject to the policies and guidelines adopted by the Board and the other restrictions set forth in this Agreement, the officers of the Company at any time. The officers (the “Officers”) shall manage, control and oversee the day-to-day business and affairs of the Company and shall perform all other acts as are customary or incident to the management of such business and affairs, which will include the general and administrative affairs of the Company and the operation and maintenance of the Company, if deemed necessary ’s assets in accordance with annual budgets and business plans approved by the Manager may include a presidentBoard, one or more vice presidentsin each case, secretary in accordance with the terms of this Agreement and one or more assistant secretaries, and chief financial officer (and one or more assistant treasurers). Any individual may hold any number instructions of officesthe Board. The officers Board shall exercise appoint such powers Officers, having such power and perform authority and performing such duties as may be specified in this Agreement and as shall be determined from time to time by the ManagerBoard. Such Officers have such power and authority to sign documents for and otherwise bind the Company as may be authorized by the Board; provided, that no Officer shall take any action expressly reserved by this Agreement to the Members or the Board. Any Officer may be removed, with or without cause, at any time by the Board in its sole discretion.
(b) The Board may, from time to time, in its sole discretion, delegate to any Person (including any Member or Officer) such authority and powers to act on behalf of the Company as it shall deem advisable in its discretion. Any delegation pursuant to this paragraph may be revoked at any time and for any reason or no reason by the Board in its sole discretion.
(c) Subject to the rightsterms set forth in this Agreement, if any, of an officer under a contract of employment, any officer may each Officer shall hold office until his or her successor shall be removed, either with duly designated and qualified or without cause, until his or her death or until he or she shall resign or shall have been removed by the Manager Board. Any Officer may resign as such at any time. Any officer may resign at any time by giving Such resignation shall be made in a written notice to the Company. Any resignation Board and shall take effect at the date of the receipt of that notice or at any later time specified in that notice; andtherein, unless otherwise specified in that noticeor if no time is specified, at the time of its receipt by the Board. The acceptance of the a resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled unless expressly so provided in the manner prescribed in this Agreement for regular appointments to that officeresignation.
(c) The president shall be the chief executive officer of the Company, and shall, subject to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Express, Inc.), Limited Liability Company Agreement (Express, Inc.)
Officers. (a) The Manager may appoint Managing Member may, from time to time, designate one or more officers to act for and on behalf of the Company at any timewith such authority as may be delegated to such officers by the Managing Member (each such designated individual, an “Officer”), each of whom shall serve as an Officer until his or her death, resignation, removal or disqualification or until his or her replacement is designated in accordance with clause (e) of this Section 6.2. The officers Officers may consist of a President, one or more Vice-Presidents, a Secretary, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other titles as may be designated by the Managing Member. Any number of offices may be held by the same individual.
(b) The initial Officers, and their respective titles, as of the date hereof, are set forth on Exhibit A. The Managing Member may appoint such additional Officers as may be necessary, appropriate or advisable for the business of the Company, if deemed necessary by the Manager may include a presidenteach of whom shall hold office for such period, one or more vice presidents, secretary and one or more assistant secretaries, and chief financial officer (and one or more assistant treasurers). Any individual may hold any number of offices. The officers shall exercise have such powers authority and perform such duties as specified are provided in this Agreement and or as shall be determined the Managing Member may from time to time by the Managerdetermine.
(bc) Subject Any action taken by an Officer designated by the Managing Member pursuant to authority delegated to such Officer shall constitute the rights, if any, act of an officer under a contract and serve to bind the Company. The Managing Member hereby authorizes Officers to bind the Company and enter into agreements for and on behalf of employment, the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of any officer Officer designated in accordance with this Agreement and any written instrument executed by the Managing Member designating such Officer and/or delegating authority to such Officer.
(d) Any Officer may be removedremoved at any time, either with or without cause, by the Manager at any timeManaging Member. Any officer Officer may resign at any time by giving written notice to the CompanyManaging Member. Any resignation shall take effect at the date of the upon receipt of that such notice or at any such later time as may be specified in that notice; andtherein, unless otherwise specified in that notice, and the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer Officer is a party. .
(e) A vacancy in any office of the Company because of death, resignation, removal, removal or disqualification or any other cause shall be filled in the manner prescribed in this Agreement for regular appointments to that office.
(c) The president shall be the chief executive officer of the Company, and shall, subject to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporationManaging Member.
(f) The chief financial officer shall keep and maintainExcept as explicitly set forth in this Section 6.2, or cause to be kept and maintainedwithout the express prior written consent of Managing Member, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer no Person shall have the custody authority to act for or bind the Company or have any right to participate in the management of the funds business and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit affairs of the Company in such depositories or to have any rights or powers as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Companymember.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Matterport, Inc./De), Limited Liability Company Agreement (Velodyne Lidar, Inc.)
Officers. (a) The Manager may appoint Member may, from time to time, designate one or more persons to be officers of the Company at any time. The officers (“Officers”) of the Company, if deemed necessary by . No Officer need be a resident of the Manager may include State of Texas or the State of Delaware. No Officer need be a president, one or more vice presidents, secretary and one or more assistant secretaries, and chief financial officer (and one or more assistant treasurers)member of the Company. Any individual may hold any number of offices. The officers Officers so designated shall exercise have such powers authority and perform such duties as specified in the Member may, from time to time, delegate to them. The Member may assign titles to particular Officers. Unless the Member decided otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, as amended, the assignment of such title shall constitute the delegation to such Officer of the authority and duties that are normally associated with that office, subject to any specific delegation of authority and duties made to such Officer by the Member pursuant to the third sentence of this Agreement and as Section 7(a). Each Officer shall hold office until his successor shall be determined duly designated and shall qualify or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same person. The salaries or other compensation, if any, of the Officers, agents and employees of the Company shall be fixed from time to time by the Manager.Member. The initial officers of the Company shall be as follows:
(i) ▇▇▇ ▇▇▇▇ – Senior Vice President and Chief Financial Officer
(ii) ▇▇▇▇ ▇▇▇▇▇ – Senior Vice President
(iii) ▇▇▇ ▇▇▇▇▇▇▇▇ – Senior Vice President, General Counsel and Secretary
(iv) ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ – Senior Vice President of Business Development
(v) ▇▇▇▇ ▇▇▇▇▇▇▇ – Vice President and Treasurer
(b) Subject Any Officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Member. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the rights, if any, of an officer under a contract of employment, any officer resignation. Any Officer may be removedremoved as such, either with or without cause, by the Manager at any time. Any officer may resign at any time by giving written notice to Member whenever in their judgment the Company. Any resignation shall take effect at the date best interests of the receipt of Company will be served thereby; provided, however, that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation such removal shall not be necessary to make it effective. Any resignation is without prejudice to the contract rights, if any, of the Company under any person so removed. Designation of an Officer shall not of itself create contract to which the officer is a partyrights. A Any vacancy occurring in any office because of death, resignation, removal, disqualification or any other cause the Company shall be filled in by the manner prescribed in this Agreement for regular appointments to that officeMember.
(c) The president No Officer shall be liable to the chief executive officer of Company or the Member for monetary damages for an act or omission (or alleged act or omission) in the Officer’s capacity as an Officer, except as otherwise provided in the Company, and shall, subject ’s Certificate of Formation. No amendment to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office repeal of the Company’s transfer agent Certificate of Formation or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement will apply to or from time have any effect on the liability or alleged liability of any Officer for or with respect to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, any acts or cause to be kept and maintained, adequate and correct books and records of accounts omissions of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging Officer occurring prior to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Companyamendment or repeal.
Appears in 2 contracts
Sources: Company Agreement (Milagro Oil & Gas, Inc.), Company Agreement (Milagro Oil & Gas, Inc.)
Officers. The Board shall appoint a chief executive officer (the “CEO”), a chief financial officer (the “CFO”) and a chief operating officer (the “COO”) of the Company. The CEO and the COO shall, subject to Section 7.3, be responsible for the day-to-day operation of the Company and manage the business of the Company in accordance with the Business Principles and the Annual Budget as approved by the Board from time to time (it being understood that the CEO and COO shall not have authority to take any of the actions covered in clauses (a) through (t) of Section 7.3 unless such action has been approved by the Board in accordance with Section 7.3). Each of the CEO, the CFO and the COO shall hold such office at the discretion of the Board and until his or her successor shall have been duly appointed and qualified, or until he or she shall resign or shall have been removed in the manner provided herein. The Manager CEO may appoint additional officers of the Company at any time. The officers of the Companywhich may include, if deemed necessary by the Manager may include a presidentbut shall not be limited to, one or more vice presidents, secretary and one secretary, or more assistant secretariestreasurer, and chief financial such other officers as deemed necessary or appropriate by the CEO. The CEO, the CFO and the COO shall have the authority to contract for, negotiate on behalf of and otherwise represent the interests of the Company as and to the extent authorized in writing by the Board. Each officer (that is appointed by the CEO shall perform such duties and one have such powers as the CEO shall designate from time to time. Each officer that is appointed by the CEO shall hold office at the discretion of the CEO and until his or more assistant treasurers)her successor shall have been duly appointed and qualified, or until he or she shall resign or shall have been removed in the manner provided herein. Any individual may hold any number of offices. The officers shall exercise No officer need be an affiliate of a Member or a resident of the State of Delaware. Any officer, including the CEO, the CFO and the COO, may resign as such powers and perform such duties as specified in this Agreement and as shall be determined from time to time by the Manager.
(b) Subject to the rights, if any, of an officer under a contract of employment, any officer may be removed, either with or without cause, by the Manager at any time. Any officer may resign at any time by giving written notice to the Company. Any Such resignation shall be made in writing and shall take effect at the date time specified therein or, if no time be specified, at the time of its receipt by the CEO or, if such resignation is of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that noticeCEO, the CFO or the COO, the Board. The acceptance of the a resignation shall not be necessary to make it effective, unless expressly so provided in the resignation. Any resignation is without prejudice Subject to the rightsterms of any applicable employment agreement, if anyany officer may be removed as such, either with or without cause, at any time by the CEO or the Board, as applicable. Upon the execution and delivery of this Agreement, the officers of the Company under any contract to which the officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in this Agreement for regular appointments to that office.
(c) The president shall be the chief executive officer consist of the Company, and shall, subject to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.individuals set forth on Schedule D.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Celadon Group Inc), Subscription Agreement (Celadon Group Inc)
Officers. (a) The Manager Managing Member may appoint officers appoint, employ or otherwise contract with any Person for the transaction of the business of the Company at any time. The officers or the performance of services for or on behalf of the Company, if deemed necessary by and the Manager Managing Member may delegate to any such Persons such authority to act on behalf of the Company as the Managing Member may from time to time deem appropriate.
(b) Except as set forth herein, the Managing Member may appoint one or more Officers (each, an “Officer”) at any time, and the Officers may include a president, one or more vice presidents, secretary and a secretary, one or more assistant secretaries, and a chief executive officer, a chief financial officer (and officer, a general counsel, a treasurer, one or more assistant treasurers), a chief operating officer, an executive chairman, and any other officers that the Managing Member deems appropriate. Except as set forth herein, the Officers will serve at the pleasure of the Managing Member, subject to all rights, if any, of such Officer under any contract of employment. Any individual may hold any number of offices. The officers shall exercise such powers , and perform such duties as specified in an Officer may, but need not, be a Member of the Company.
(c) Subject to this Agreement and as shall be determined from time to time by the Manager.
(b) Subject to the rights, if any, of an officer Officer under a contract of employment, any officer Officer may be removed, either with or without cause, by the Manager at any timeManaging Member. Any officer Officer may resign at any time by giving written notice to the CompanyManaging Member. Any resignation shall will take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall will not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer Officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall will be filled in the manner prescribed in this Agreement for regular appointments to that office.
(cd) The president shall be Unless the chief executive Managing Member decides otherwise, if an Officer’s title is one commonly used for an officer of a Texas corporation, the Company, assignment of such title shall constitute the delegation to such Officer of the authority and shallduties that are normally associated with that office if such Officer held such office for a Texas corporation, subject to any restrictions on such authority imposed by the control Managing Member. In connection with the performance of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and their duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than oneOfficers, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and Officers shall perform such other duties and have such other powers as the Manager may from time owe to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix Members the same to any instrument requiring itfiduciary duties as they would owe if the Company was a Texas corporation and the Members were stockholders thereof, except as otherwise set forth herein, including Section 6.1(c) and when so affixedSection 7.4, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere provided that nothing in this Agreement or from time to time by shall limit the Manager. The secretary shall have the general duties, powers and responsibilities effect of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts Section 101.256 of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the CompanyTBOC.
Appears in 2 contracts
Sources: Company Agreement (EagleRock Land, LLC), Company Agreement (EagleRock Land, LLC)
Officers. (a) The Manager may appoint officers of the Company at any Management Committee may, from time to time. The officers , designate one or more Persons to be Officers of the Company, if deemed necessary by the Manager may include a president, one or more vice presidents, secretary and one or more assistant secretaries, and chief financial officer (and one or more assistant treasurers). Any individual may hold any number of offices. The officers Officers so designated shall exercise have such powers authority and perform such duties as specified in this Agreement and as shall be determined the Management Committee may, from time to time by Approval of the ManagerManagement Committee, delegate to them. The Management Committee may assign titles to particular Officers. The Management Committee shall delegate to such Officer the authority and duties that are set forth in the resolution appointing the Officer. Each Officer shall hold office until his or her successor shall be duly designated and shall qualify or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same Person. The salaries or other compensation, if any, of the Officers and agents of the Company shall be fixed from time to time by Approval of the Management Committee.
(b) Subject The Management Committee shall appoint a President of the Company who shall have responsibility for the day-to-day operations of the Company. The Management Committee may also appoint a Chairman, one or more Vice Presidents, a Secretary and Assistant Secretaries, and a Treasurer and Assistant Treasurers.
(c) Any Officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Management Committee. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the rights, if any, of an officer under a contract of employment, any officer resignation. Any Officer may be removedremoved as such, either with or without cause, by the Manager at any time. Any officer may resign at any time by giving written notice to the Company. Any resignation Management Committee; provided, however, that such removal shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the contract rights, if any, of the Company under any Person so removed. Designation of an Officer shall not of itself create contract to which the officer is a partyrights. A Any vacancy occurring in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in this Agreement for regular appointments to that office.
(c) The president shall be the chief executive officer of the Company, and shall, subject to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions may be filled by Approval of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the CompanyManagement Committee.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Exco Resources Inc), Limited Liability Company Agreement (Venus Exploration Inc)
Officers. (a) The Manager Board may appoint designate one or more other persons to be officers of the Company at any time. The officers to assist in carrying out the Board’s decisions and the day-to-day activities of the Company, if deemed necessary by Company in its role as the Manager may include a president, one or more vice presidents, secretary and one or more assistant secretaries, and chief financial officer (and one or more assistant treasurers)general partner of the Partnership. Officers are not “managers” as that term is used in the Act. Any individual may hold any number of offices. The officers who are so designated shall exercise have such powers titles and authority and perform such duties as specified in this Agreement and as shall be determined from time the Board may delegate to time by the Manager.
(b) Subject to the rightsthem. The salaries or other compensation, if any, of an officer under a contract the officers of employment, any the Company shall be fixed by the Board. Any officer may be removedremoved as such, either with or without cause, by the Manager at Board and any time. Any officer may resign at vacancy occurring in any time by giving written notice to the Company. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, office of the Company under any may be filled by the Board. Designation of an officer shall not of itself create contract rights. The officers of the Company shall serve at the pleasure of the Board. Such officers shall have the authority and duties delegated to which each of them, respectively, by the officer is a partyBoard from time to time. A vacancy in any office because The officers of death, resignation, removal, disqualification or any other cause the Company shall be filled in a Chairman of the manner prescribed in this Agreement for regular appointments Board, a President, a Secretary, a Treasurer, and such other officers (including, without limitation, Executive Vice Presidents, Senior Vice Presidents and Vice Presidents) as the Board from time to that office.
(c) time may deem proper. The president Chairman of the Board shall be chosen from among the chief executive officer of Directors. All officers elected by the Company, Board shall each have such powers and shallduties as generally pertain to their respective offices, subject to the control specific provisions of this Article VIII. The Board or any committee thereof may from time to time elect such other officers (including one or more Vice Presidents, Controllers, Assistant Secretaries and Assistant Treasurers) as may be necessary or desirable for the Manager, have general and active management conduct of the business of the Company Company. Such other officers and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and agents shall have such other powers duties and duties shall hold their offices for such terms as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer provided in this Agreement or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his Board or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrarsuch committee, as determined by the Manager, all documents described in Section 11.01 and such other documents as case may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporationbe.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Magellan Midstream Holdings Lp), Limited Liability Company Agreement (Magellan Midstream Holdings Lp)
Officers. (a) The Manager may appoint officers of the Company at shall be a Chairman, a Vice Chairman, a President, one or more Vice Presidents (the number thereof to be determined by the Directors), a Secretary, a Chief Financial Officer, a Treasurer and such other officers as may from time to time be designated and elected by the Directors. One individual may hold the offices and perform the duties of any two or more of said offices. No officer is required to be a Director, a Member, an employee of the Company or a resident of the State of Iowa. The Directors may delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision of this Agreement, and the Directors may leave any office unfilled for any such period of time as the Directors may determine from time to time, except the offices of President, Chief Financial Officer and Secretary. The officers of the Company, if deemed necessary Company shall be elected annually by the Manager may include a presidentDirectors at the annual meeting of the Directors. Each officer shall hold office until the next succeeding annual meeting of the Directors and until his or her successor shall have been elected, one or more vice presidents, secretary and one until his or more assistant secretaries, and chief financial officer (and one her death or more assistant treasurers)resignation or removal in accordance with this Agreement. Any individual may hold any number of offices. The officers shall exercise such powers and perform such duties as specified in this Agreement and as shall be determined from time to time by the Manager.
(b) Subject to the rights, if any, of an officer under a contract of employment, any officer may be removed, either with or without cause, by the Manager at any time. Any An officer may resign at any time by giving delivering written notice to the Company. Any resignation shall take effect at Chairman, the date President, the Secretary or any two of the receipt Directors. The resignation of that an officer shall be effective when the notice is received by the Chairman, the President, the Secretary or any Director, as the case may be, or at any such later time as may be specified in that the notice; , and, unless otherwise specified in that the notice, the acceptance of the a resignation shall not be necessary to make it effective. Any resignation is officer may be removed by the Directors at any time, with or without cause, for any reason or for no reason, but such removal shall be without prejudice to the contract rights, if any, of the individual so removed. The election of an officer does not itself create contract rights in favor of the officer. The Chairman shall, if present at the meeting in question, preside over and act as chairperson of all meetings of the Members and all meetings of the Directors. The Chairman shall have authority to sign, execute and acknowledge all contracts, checks, deeds, mortgages, bonds, leases or other obligations on behalf of the Company under any contract which shall be authorized by the Directors, and the Chairman may sign, along HB: 4837-9580-7915.3 with the Secretary, certificates for Units. The Chairman shall be subject to which the officer is a partycontrol of the Directors and shall keep the Directors fully informed and shall freely consult with the Directors concerning the business of the Company. A vacancy The Chairman shall also perform all duties as may from time to time be assigned to the Chairman by the Directors. The Vice Chairman shall perform the duties of the Chairman in any office because the absence of the Chairman or in the event of the death, resignationinability or refusal to act of the Chairman, removaland, disqualification or any other cause when so acting, shall have all of the powers of, and shall be filled in subject to all the manner prescribed in this Agreement for regular appointments restrictions upon, the Chairman. The Vice Chairman shall also perform all duties as may from time to that office.
(c) time be assigned to the Vice Chairman by the Chairman, the President or the Directors. The president President shall, subject to the control of the Directors, have general charge of and direct the operations of the Company and shall be the chief executive officer of the Company, . The President shall keep the Directors fully informed and shall, subject to shall freely consult with the control of the Manager, have general and active management of Directors concerning the business of the Company in his or her charge. The President shall have authority to sign, execute and shall see that acknowledge all orders and resolutions contracts, checks, deeds, mortgages, bonds, leases or other obligations on behalf of the Manager are carried into effectCompany as the President deems necessary or appropriate to or for the course of the Company's regular business or which shall be authorized by the Directors, and the President may sign, along with the Secretary, certificates for Units. The president shall have the general powers and duties of management usually vested President may sign, in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal name of the Company, except where required all reports and all other documents or permitted by law instruments which are necessary or appropriate to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of for the Company.
(d) 's business. The vice-president, or if there President shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, also perform the all duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings be assigned to the President by the Directors. In the absence of the MembersPresident or in the event of the death, inability or refusal to act of the President, the Vice President (or in the event there is more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, the senior Vice President in length of service) shall perform the duties of the President, and, when so acting, shall have all the powers of, and shall record be subject to all the proceedings of restrictions upon, the President. A Vice President shall also perform all duties as may from time to time be assigned to such Vice President by the President or the Directors. The Secretary shall (i) if present at the meeting in a book to be kept question, act as secretary for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice keep minutes of all meetings of the Members and shall perform such other duties all meetings of the Directors; (ii) authenticate records of the Company and attend to giving and serving all notices of the Company as may provided by this Agreement or as required by applicable law; (iii) be prescribed by the Manager. The secretary shall have custody custodian of the seal, if any, of the Company and of such books, records and papers as the Secretary shall have authority Directors or the Chairman or the President may direct; (iv) sign, along with the Chairman or the President, certificates for Units; (v) keep a record showing the names of all Persons who are Members, their mailing and e-mail addresses as furnished by each Member, the class and number of Units held by them and the certificates representing such Units; and (vi) in general, perform all duties incident to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, Secretary and all documents described in Section 11.01 and such other documents duties as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time be assigned to the Secretary by the ManagerPresident or the Directors. The secretary Chief Financial Officer shall have be the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall (i) have custody of and be responsible for all moneys and securities of the Company; (ii) keep full and accurate records and accounts of receipts and disbursements in books belonging to the Company, showing the transactions of the Company, its accounts, liabilities and financial condition and shall endeavor to assure that all expenditures are duly authorized and are evidenced by proper receipts and vouchers; (iii) deposit all moneys and other valuable effects in the name and to the credit of the Company in such depository or depositories as may be designated are approved by the Manager. The chief President or the Company, all moneys that may come into the Chief Financial Officer's hands for the Company's account; (iv) prepare or cause to be prepared such financial officer shall disburse statements as are directed by the funds of President or by the Company Directors; and (v) in general, perform all duties as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time be assigned to the Chief Financial Officer by the ManagerPresident or the Directors. The chief financial officer Treasurer shall perform the duties of the Chief Financial Officer in the absence of the Chief Financial Officer or in the event of the death, inability or refusal to act of the Chief Financial Officer, and, when so acting, shall have all the general duties, powers and responsibilities of a chief financial officer of a corporationof, and shall be subject to all the chief financial and accounting officer of restrictions upon, the Company.Chief HB: 4837-9580-7915.3
Appears in 2 contracts
Sources: Operating Agreement (Lincolnway Energy, LLC), Operating Agreement (Lincolnway Energy, LLC)
Officers. (a) The Manager may appoint officers of the Company at any time. The officers of the Company, if deemed necessary by the Manager may include a president, one or more vice presidents, secretary and one or more assistant secretaries, and chief financial officer (and one or more assistant treasurers). Any individual may hold any number of offices. The officers shall exercise such powers and perform such duties as specified in this Agreement and as shall be determined from time to time by the Manager.
(b) Subject to the rights, if any, of an officer under a contract of employment, any officer may be removed, either with or without cause, by the Manager at any time. Any officer may resign at any time by giving written notice to the Company. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in this Agreement for regular appointments to that office.
(c) The president shall be the chief executive officer of the Company, and shall, subject to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-vice presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.
Appears in 2 contracts
Sources: Operating Agreement (Ten Broeck Tampa, LLC), Operating Agreement (Ten Broeck Tampa, LLC)
Officers. (a) The Manager may appoint officers Officers of the Company at any timeas of the date hereof are listed on Schedule E hereto. The officers Officers of the Company shall consist of at least a Chief Executive Officer, a President, a Secretary and a Treasurer. The appointment or removal of the Chief Executive Officer or the Chief Financial Officer of the Company shall require a majority vote of the Board, which shall in any event include the unanimous vote of the Member Directors designated by the Initial Member (other than any such Member Director that is also an officer or employee of the Company). Additional Officers of the Company, if deemed necessary any, shall be chosen by the Manager Board. The Board may include a president, also choose one or more vice presidentsVice Presidents, secretary and one or more assistant secretariesAssistant Secretaries, and chief financial officer (and one or more assistant treasurers)Assistant Treasurers. Any individual may hold any number of officesoffices may be held by the same person, except that the President and the Secretary shall not be the same person. The officers Board may appoint such other Officers and agents as it shall deem necessary or advisable who shall hold their offices for such terms and shall exercise such powers and perform such duties as specified in this Agreement and as shall be determined from time to time by the Manager.
(b) Subject Board. The salaries of all Officers and agents of the Company shall be fixed by or in the manner prescribed by the Board. The Officers of the Company shall hold office until their successors are chosen and qualified. Any Officer, except as provided above with respect to the rightsChief Executive Officer and the Chief Financial Officer, if any, of an officer under a contract of employment, any officer may be removedremoved at any time, either with or without cause, by the Manager at any timeaffirmative vote of a majority of the Board. Any officer may resign at any time by giving written notice to the Company. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party. A vacancy occurring in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in this Agreement for regular appointments to that office.
(c) The president shall be the chief executive officer of the Company, and shall, subject except as provided above with respect to the control of Chief Executive Officer and the ManagerChief Financial Officer, have general and active management of shall be filled by the business of the Company and shall see that all orders and resolutions of the Manager are carried into effectBoard. The president Officers shall have the general such powers and duties of management as usually vested in the office of president of a corporationpertain to their offices, and shall have respectively, as well as such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed conferred by the ManagerBoard. The secretary shall have custody of the seal, if any, No Officer of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to concurrently be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial an officer of a corporation, and shall be the chief financial and accounting officer of the Companyany EFH Group member.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Oncor Electric Delivery Co LLC), Contribution and Subscription Agreement (Oncor Electric Delivery Co LLC)
Officers. (a) The Manager Managing Member may appoint officers appoint, employ or otherwise contract with any Person for the transaction of the business of the Company at any time. The officers or the performance of services for or on behalf of the Company, if deemed necessary and the Managing Member may delegate to any such Persons such authority to act on behalf of the Company as the Managing Member may from time to time deem appropriate.
(b) The initial president and chief executive officer of the Company (the “President and Chief Executive Officer”) will be ▇▇▇▇ ▇. ▇▇▇▇▇▇▇.
(c) Except as otherwise set forth herein, the President and Chief Executive Officer will be responsible for the general and active management of the business of the Company and its Subsidiaries and will see that all orders of the Managing Member are carried into effect. The President and Chief Executive Officer will report to the Managing Member and have the general powers and duties of management usually vested in the office of president and chief executive officer of a corporation organized under the DGCL, subject to the terms of this Agreement, and will have such other powers and duties as may be prescribed by the Manager Managing Member or this Agreement. The President and Chief Executive Officer will have the power to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by Law to be otherwise signed and executed, and except where the signing and execution thereof will be expressly delegated by the Managing Member to some other Officer or agent of the Company.
(d) Except as set forth herein, the Managing Member may appoint Officers at any time, and the Officers may include a president, one or more vice presidents, secretary and a secretary, one or more assistant secretaries, and a chief financial officer (and officer, a general counsel, a treasurer, one or more assistant treasurers), a chief operating officer, an executive chairman, and any other officers that the Managing Member deems appropriate. Except as set forth herein, the Officers will serve at the pleasure of the Managing Member, subject to all rights, if any, of such Officer under any contract of employment. Any individual may hold any number of offices, and an Officer may, but need not, be a Member of the Company. The officers shall Officers will exercise such powers and perform such duties as specified in this Agreement and or as shall be determined from time to time by the ManagerManaging Member.
(be) Subject to this Agreement and to the rights, if any, of an officer Officer under a contract of employment, any officer Officer may be removed, either with or without cause, by the Manager at any timeManaging Member. Any officer Officer may resign at any time by giving written notice to the CompanyManaging Member. Any resignation shall will take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall will not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer Officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall will be filled in the manner prescribed in this Agreement for regular appointments to that office.
(c) The president shall be the chief executive officer of the Company, and shall, subject to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Select Energy Services, Inc.), Limited Liability Company Agreement (Select Energy Services, Inc.)
Officers. (a) The Manager Board of Directors may appoint officers of the Company at any from time to time. The officers of the Company, if deemed necessary by the Manager including a Chief Executive Officer, President, Secretary, Treasurer and may include a president, appoint one or more vice presidents, secretary and Vice Presidents (which may include one or more assistant secretariesExecutive Vice Presidents or Senior Vice Presidents), Assistant Secretaries, Assistant Treasurers, Controller or Assistant Controller and such other directors and agents as it will deem necessary, and chief financial officer (may define their powers and one or more assistant treasurers)duties. Any individual may hold any number of offices. The officers shall exercise such powers and perform such duties as specified in this Agreement and as shall offices may be determined from time to time held by the Managersame person.
(b) Subject to the rights, if any, of an officer under a contract of employment, any officer Each Officer will hold office until his or her successors are chosen and qualify.
(c) Any Officer may be removed, either with or without cause, by the Manager at any time. , by the Board of Directors.
(d) Any officer Officer may resign at any time by giving written notice to the CompanyBoard of Directors or the Secretary. Any Such resignation shall will take effect at the date of the receipt of that notice or at any later time specified in that notice; therein, and, unless otherwise specified in that noticetherein, the acceptance of the such resignation shall will not be necessary to make it effective. Any resignation is without prejudice to .
(e) If the rights, if any, office of the Company under any contract to which the officer is a party. A vacancy in any office because Officer becomes vacant by reason of death, resignation, removalretirement, disqualification disqualification, removal from office or any other cause shall be filled otherwise, the Board of Directors may choose a successor, who will hold office for the unexpired term in the manner prescribed in this Agreement for regular appointments to that officerespect of which such vacancy occurred.
(cf) The president shall be Chief Executive Officer or President of the Company will exercise the powers and perform the duties usual to the chief executive officer of the Company, and shalland, subject to the control of the ManagerDirectors, will have general management and active management control of the affairs and business of the Company; will appoint and discharge employees and agents of the Company (other than Directors appointed by the Member) and shall fix their compensation; and he/she will see that all orders and resolutions of the Manager Member are carried into effect. The president shall effect will have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall power to execute bonds, mortgages and other contracts requiring a sealcontracts, under the seal agreements and instruments of the Company, except where required or permitted by law ; and will do and perform such other duties as from time to time may be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated fixed by the Manager to some other officer or agent of the CompanyMember.
(dg) The vice-presidentVice President or Vice Presidents will do and perform such other duties as the Board of Directors or President will direct and, or if there shall be more than onesubject to the control of the Directors, the vice-presidents in the order determined by the Manager, shallwill, in the absence or disability of the presidentPresident, perform the duties and exercise all of the powers and duties of the president President to the extent specified by the Directors. Any Vice President will have the power to execute bonds, notes, mortgages, and shall perform such other duties contracts, agreements and have such other powers as instruments of the Manager may from time to time prescribeCompany.
(eh) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall Secretary will perform such other duties as may be prescribed by the ManagerDirectors from time to time. The secretary shall Secretary will have custody and be the custodian of the sealbooks, if anyrecords, and papers of the Company (other than financial) and the Secretary shall have authority to affix the same to any instrument requiring itwill see that all books, reports, statements, certificates and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be and records required under the Act. The secretary shall perform such other duties by law are properly kept and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporationfiled.
(fi) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall Treasurer will have the custody of the Company funds and securities of the Company, and shall will keep full and accurate accounts of receipts and disbursements in books belonging to the Company, Company and shall will deposit all moneys moneys, and other valuable effects in the name and to the credit of the Company Company, in such depositories deposit as may be designated by the ManagerBoard of Directors or Member. The chief financial officer shall He or she will disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform Member or the Board of Directors, taking proper vouchers for such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporationdisbursements, and shall be will render to the chief Member or Board of Directors whenever they may require it, an account of all his transactions as Treasurer and of the financial and accounting officer condition of the Company.
(j) The Officers of the Company will be agents of the Company for the purpose of its business including, as appropriate, the execution in the name of the Company of any instrument for apparently carrying on the business of the Company in the ordinary course or for what they may be authorized by the Directors.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (Erie Logistics LLC), Limited Liability Company Agreement (Erie Logistics LLC)
Officers. (a) The Manager may appoint officers of the Company at any timeSection 11.1. The officers of the CompanyCompany shall consist of any of the following as the Managers may elect or appoint from time to time: a Chief Executive Officer, if deemed necessary by the Manager may include a presidentPresident, one or more vice presidentsa Secretary, secretary a Treasurer, and one or more assistant secretariesVice Presidents, and chief financial officer (and one which may be designated as Executive Vice Presidents or more assistant treasurers). Any individual may hold any number of officesSenior Vice Presidents. The Managers may appoint such other officers and agents, including a General Counsel, Chief Legal Officer, a Chief Financial Officer and such Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers, as they shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as specified in this Agreement and as shall be determined from time to time by the ManagerManagers. Any two or more offices may be held by the same person.
(b) Subject Section 11.2. The officers of the Company shall be elected annually by the Managers at a regular meeting of the Managers held immediately prior to, or immediately following, the annual meeting of Members, or as soon thereafter as conveniently possible. Each officer shall hold office until his or her successor shall have been chosen and shall have qualified or until his or her death or the effective date of his or her resignation or removal.
Section 11.3. Any officer or agent elected or appointed by the Managers or the Executive Committee may be removed without cause by the Managers whenever, in their judgment, the best interests of the Company shall be served thereby, but such removal shall be without prejudice to the contractual rights, if any, of an officer under a contract of employment, any officer may be the person so removed, either with or without cause, by the Manager at any time. Any officer may resign at any time by giving written notice to the Company. Any such resignation shall take effect at the date of the receipt of that such notice or at any later time specified in that notice; andtherein, and unless otherwise specified in that noticetherein, the acceptance of the such resignation shall not be necessary to make it effective.
Section 11.4. Any resignation is without prejudice to the rights, if any, vacancy occurring in any office of the Company under any contract to which the officer is a party. A vacancy in any office because of by death, resignation, removalremoval or otherwise, disqualification may be filled by the Managers for the unexpired portion of the term.
Section 11.5. The salaries of all officers and agents of the Company shall be fixed by the Managers or pursuant to their direction; and no officer shall be prevented from receiving such salary by reason of his also being a Manager.
Section 11.6. The Chief Executive Officer, the President and any Vice President (including any Executive Vice President or Senior Vice President) shall have authority to sign any deeds, bonds, mortgages, guarantees, indemnities, contracts, checks, notes, drafts or other instruments authorized to be executed by the Managers or any other cause shall be filled in the manner prescribed duly authorized committee thereof.
Section 11.7. The Chief Executive Officer, if one is elected or appointed as provided in this Agreement Agreement, shall serve as general manager of the business and affairs of the Company and shall report directly to the Managers, with all other officers, officials, employees and agents reporting directly or indirectly to him. The Chief Executive Officer shall preside at all meetings of the Members. The Chief Executive Officer shall also preside at all meetings of the Managers unless the Managers shall have chosen another presiding officer. The Chief Executive Officer shall formulate and submit to the Managers or the Executive Committee matters of general policy for regular appointments the Company; he shall keep the Managers and Executive Committee fully informed and shall consult with them concerning the business of the Company. Subject to that office.
(c) The president the supervision, approval and review of his actions by the Managers, the Chief Executive Officer shall be have authority to cause the chief executive officer employment or appointment of and the discharge of assistant officers, employees and agents of the Company, and shallto fix their compensation; and to suspend for cause, pending final action by the Managers or Executive Committee, any officer subordinate to the Chief Executive Officer. The Chief Executive Officer shall designate the person or persons who shall exercise his powers and perform his duties in his absence or disability and the absence or disability of the President.
Section 11.8. The President shall be the chief operating officer of the Company and, subject to the control of the ManagerManagers and Chief Executive Officer, have shall in general supervise and active management of control the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal operations of the Company, except where required or permitted by law to be otherwise signed and executed, and except where . In the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent absence of the Company.
(d) The vice-president, or if there shall be more than oneChief Executive Officer, the vice-presidents in President shall preside at all meetings of the order determined by the ManagerManagers, shalland, in the absence or disability of the presidentChief Executive Officer, perform the duties and exercise the powers of the president and he shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of preside at all meetings of the Members of the Company, unless in either case the Managers shall have chosen another presiding officer. He shall keep the Chief Executive Officer fully informed and shall consult with him concerning the business of the Company. He shall perform all other duties normally incident to such office and such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the ManagerManagers, the Executive Committee or the Chief Executive Officer. In the absence or disability of the Chief Executive Officer, the President shall exercise the powers and perform the duties of the Chief Executive Officer, unless such authority shall have been otherwise delegated by the Managers, Executive Committee or Chief Executive Officer to another person.
Section 11.9. The secretary Vice Presidents shall perform all duties normally incident to such office and such other duties as may be prescribed from time to time by the Managers, the Executive Committee, the Chief Executive Officer or the President.
Section 11.10. If appointed, the General Counsel or chief legal officer of the Company shall have charge of all matters of legal importance to the Company and shall keep the Managers, the Executive Committee, the Chief Executive Officer and the President advised of the character and progress of all legal proceedings and claims by and against the Company, or in which it is interested by reason of its ownership of or affiliation with other corporations or entities; when requested by the Managers, the Executive Committee, the Chief Executive Officer or the President, render his or her opinion upon any subjects of interest to the Company which may be referred to him or her; monitor activities of the Company to assure that the Company complies with the laws applicable to the Company and in general dutiesperform all other duties normally incident to such office and such other duties as may be prescribed from time to time by the Managers, powers and responsibilities of a secretary of a corporationthe Executive Committee, the Chief Executive Officer or the President.
(f) The chief Section 11.11. If appointed, the Chief Financial Officer shall be the principal financial officer of the Company and, unless the Managers shall keep so designate another officer, shall also be the principal accounting officer of the Company. The Chief Financial Officer shall in general supervise and maintain, or cause to be kept control the keeping and maintained, adequate maintaining of proper and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its 's assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts capital, surplus, shares, properties and Company Interests. The chief financial officer shall have the custody business transactions, as well as all funds, securities, evidences of the funds indebtedness and securities other valuable documents of the Company, . The Chief Financial Officer shall keep the Chief Executive Officer fully informed and shall keep full consult with him or her concerning financial matters affecting the Company and accurate accounts of receipts and disbursements in books belonging shall render such reports to the CompanyManagers, and shall deposit all moneys and other valuable effects in the name and to Executive Committee, the credit of Chief Executive Officer or the Company in such depositories President as they may be designated by the Managerrequest. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer He or she shall perform all other duties normally incident to such office and such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the ManagerManagers, the Executive Committee, the Chief Executive Officer or the President.
Section 11.12. The chief financial officer Secretary shall attend, and record and have custody of, the minutes of the meetings of the Members, Managers, and committees of Managers; see that all notices are duly given in accordance with the provisions of this Agreement and as required by law; be custodian of the records; and in general, perform all duties normally incident to such office and such other duties as may be prescribed from time to time by the Managers, the Executive Committee, the Chief Executive Officer or the President.
Section 11.13. The Treasurer shall have the general duties, powers charge and responsibilities custody of a chief financial officer of a corporation, and shall be the chief financial and accounting officer responsible for all funds of the Company; and in general, perform all the duties incident to such office and such other duties as may be prescribed from time to time by the Managers, the Executive Committee, the Chief Executive Officer or the President.
Section 11.14. If appointed, the Controller shall have charge and supervision of and be responsible for the accounting function of the Company and, in general perform all duties incident to such office and such other duties as may be prescribed from time to time by the Managers, the Executive Committee, the Chief Executive Officer or the President.
Appears in 2 contracts
Sources: Limited Liability Company Agreement (CST Metro LLC), Limited Liability Company Agreement (CST Metro LLC)
Officers. (a) The Manager may appoint officers of the Company at any time. The officers of the Company, if deemed necessary by the Manager may include a president, one or more vice presidents, secretary and one or more assistant secretaries, and chief financial officer (and one or more assistant treasurers). Any individual may hold any number of offices. The officers shall exercise such powers and perform such duties as specified in this Agreement and as shall be determined from time to time by the Manager.
(b) Subject to the rights, if any, of an officer under a contract of employment, any officer may be removed, either with or without cause, by the Manager at any time. Any officer may resign at any time by giving written notice to the Company. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in this Agreement for regular appointments to that office.
(c) The president shall be the chief executive officer of the Company, and shall, subject to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a the Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 10.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporationcorporation and may delegate such duties, powers and responsibilities to one or more assistant secretaries.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.
Appears in 1 contract
Officers. (a) The Manager Managing Member may appoint officers appoint, employ or otherwise contract with any Person for the transaction of the business of the Company at any time. The officers or the performance of services for or on behalf of the Company, if deemed necessary by and the Manager Managing Member may include a president, one or more vice presidents, secretary and one or more assistant secretaries, and chief financial officer (and one or more assistant treasurers). Any individual delegate to any such Persons such authority to act on behalf of the Company as the Managing Member may hold any number of offices. The officers shall exercise such powers and perform such duties as specified in this Agreement and as shall be determined from time to time by the Managerdeem appropriate.
(b) Subject to the rights, if any, of an The initial president and chief executive officer under a contract of employment, any officer may be removed, either with or without cause, by the Manager at any time. Any officer may resign at any time by giving written notice to the Company. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which (the officer is a party“President and Chief Executive Officer”) will be ▇▇▇▇▇▇ ▇. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in this Agreement for regular appointments to that office▇▇▇▇▇▇▇▇.
(c) The president shall Except as otherwise set forth herein, the President and Chief Executive Officer will be responsible for the chief executive officer of the Company, and shall, subject to the control of the Manager, have general and active management of the business of the Company and shall its Subsidiaries and will see that all orders and resolutions of the Manager Managing Member are carried into effect. The president shall President and Chief Executive Officer will report to the Managing Member and have the general powers and duties of management usually vested in the office of president and chief executive officer of a corporationcorporation organized under the DGCL, subject to the terms of this Agreement, and shall will have such other powers and duties as may be prescribed by a Manager the Managing Member or this Agreement. The president shall President and Chief Executive Officer will have the power to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law Law to be otherwise signed and executed, and except where the signing and execution thereof shall will be expressly delegated by the Manager Managing Member to some other officer Officer or agent of the Company.
(d) The vice-president, or if there shall be more than oneExcept as set forth herein, the vice-presidents in Managing Member may appoint Officers at any time, and the order determined by Officers may include one or more vice presidents, a secretary, one or more assistant secretaries, a chief financial officer, a general counsel, a treasurer, one or more assistant treasurers, a chief operating officer, an executive chairman, and any other officers that the ManagerManaging Member deems appropriate. Except as set forth herein, shall, in the absence or disability Officers will serve at the pleasure of the presidentManaging Member, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time subject to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the sealrights, if any, of the Company and the Secretary shall have authority to affix the same to such Officer under any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.contract of
Appears in 1 contract
Sources: Limited Liability Company Agreement (Ranger Energy Services, Inc.)
Officers. (a) The Manager may appoint officers of the Company at any timeSection 11.1. The officers of the CompanyCompany shall consist of any of the following as the Managers may elect or appoint from time to time: a Chief Executive Officer, if deemed necessary by the Manager may include a presidentPresident, one or more vice presidentsa Secretary, secretary a Treasurer, and one or more assistant secretariesVice Presidents, and chief financial officer (and one which may be designated as Executive Vice Presidents or more assistant treasurers). Any individual may hold any number of officesSenior Vice Presidents. The Managers may appoint such other officers and agents, including a General Counsel, Chief Legal Officer, a Chief Financial Officer and such Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers, as they shall deem necessary, who shall hold their offices for such terms and shall exercise such powers and perform such duties as specified in this Agreement and as shall be determined from time to time by the ManagerManagers. Any two or more offices may be held by the same person.
(b) Subject Section 11.2. The officers of the Company shall be elected annually by the Managers at a regular meeting of the Managers held immediately prior to, or immediately following, the annual meeting of Members, or as soon thereafter as conveniently possible. Each officer shall hold office until his or her successor shall have been chosen and shall have qualified or until his or her death or the effective date of his or her resignation or removal.
Section 11.3. Any officer or agent elected or appointed by the Managers or the Executive Committee may be removed without cause by the Managers whenever, in their judgment, the best interests of the Company shall be served thereby, but such removal shall be without prejudice to the contractual rights, if any, of an officer under a contract of employment, any officer may be the person so removed, either with or without cause, by the Manager at any time. Any officer may resign at any time by giving written notice to the Company. Any such resignation shall take effect at the date of the receipt of that such notice or at any later time specified in that notice; andtherein, and unless otherwise specified in that noticetherein, the acceptance of the such resignation shall not be necessary to make it effective.
Section 11.4. Any resignation is without prejudice to the rights, if any, vacancy occurring in any office of the Company under any contract to which the officer is a party. A vacancy in any office because of by death, resignation, removalremoval or otherwise, disqualification may be filled by the Managers for the unexpired portion of the term.
Section 11.5. The salaries of all officers and agents of the Company shall be fixed by the Managers or pursuant to their direction; and no officer shall be prevented from receiving such salary by reason of his also being a Manager.
Section 11.6. The Chief Executive Officer, the President and any Vice President (including any Executive Vice President or Senior Vice President) shall have authority to sign any deeds, bonds, mortgages, guarantees, indemnities, contracts, checks, notes, drafts or other instruments authorized to be executed by the Managers or any other cause shall be filled in the manner prescribed duly authorized committee thereof.
Section 11.7. The Chief Executive Officer, if one is elected or appointed as provided in this Agreement Agreement, shall serve as general manager of the business and affairs of the Company and shall report directly to the Managers, with all other officers, officials, employees and agents reporting directly or indirectly to him. The Chief Executive Officer shall preside at all meetings of the Members. The Chief Executive Officer shall also preside at all meetings of the Managers unless the Managers shall have chosen another presiding officer. The Chief Executive Officer shall formulate and submit to the Managers or the Executive Committee matters of general policy for regular appointments the Company; he shall keep the Managers and Executive Committee fully informed and shall consult with them concerning the business of the Company. Subject to that office.
(c) The president the supervision, approval and review of his actions by the Managers, the Chief Executive Officer shall be have authority to cause the chief executive officer employment or appointment of and the discharge of assistant officers, employees and agents of the Company, and shallto fix their compensation; and to suspend for cause, pending final action by the Managers or Executive Committee, any officer subordinate to the Chief Executive Officer. The Chief Executive Officer shall designate the person or persons who shall exercise his powers and perform his duties in his absence or disability and the absence or disability of the President.
Section 11.8. The President shall be the chief operating officer of the Company and, subject to the control of the ManagerManagers and Chief Executive Officer, have shall in general supervise and active management of control the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal operations of the Company, except where required or permitted by law to be otherwise signed and executed, and except where . In the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent absence of the Company.
(d) The vice-president, or if there shall be more than oneChief Executive Officer, the vice-presidents in President shall preside at all meetings of the order determined by the ManagerManagers, shalland, in the absence or disability of the presidentChief Executive Officer, perform the duties and exercise the powers of the president and he shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of preside at all meetings of the Members of the Company, unless in either case the Managers shall have chosen another presiding officer. He shall keep the Chief Executive Officer fully informed and shall consult with him concerning the business of the Company. He shall perform all other duties normally incident to such office and such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the ManagerManagers, the Executive Committee or the Chief Executive Officer. In the absence or disability of the Chief Executive Officer, the President shall exercise the powers and perform the duties of the Chief Executive Officer, unless such authority shall have been otherwise delegated by the Managers, Executive Committee or Chief Executive Officer to another person.
Section 11.9. The secretary Vice Presidents shall perform all duties normally incident to such office and such other duties as may be prescribed from time to time by the Managers, the Executive Committee, the Chief Executive Officer or the President.
Section 11.10. If appointed, the General Counsel or chief legal officer of the Company shall have charge of all matters of legal importance to the Company and shall keep the Managers, the Executive Committee, the Chief Executive Officer and the President advised of the character and progress of all legal proceedings and claims by and against the Company, or in which it is interested by reason of its ownership of or affiliation with other corporations or entities~ when requested by the Managers, the Executive Committee, the Chief Executive Officer or the President, render his or her opinion upon any subjects of interest to the Company which may be referred to him or her~ monitor activities of the Company to assure that the Company complies with the laws applicable to the Company and in general dutiesperform all other duties normally incident to such office and such other duties as may be prescribed from time to time by the Managers, powers and responsibilities of a secretary of a corporationthe Executive Committee, the Chief Executive Officer or the President.
(f) The chief Section 11.11. If appointed, the Chief Financial Officer shall be the principal financial officer of the Company and, unless the Managers shall keep so designate another officer, shall also be the principal accounting officer of the Company. The Chief Financial Officer shall in general supervise and maintain, or cause to be kept control the keeping and maintained, adequate maintaining of proper and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its 's assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts capital, surplus, shares, properties and Company Interests. The chief financial officer shall have the custody business transactions, as well as all funds, securities, evidences of the funds indebtedness and securities other valuable documents of the Company, . The Chief Financial Officer shall keep the Chief Executive Officer fully informed and shall keep full consult with him or her concerning financial matters affecting the Company and accurate accounts of receipts and disbursements in books belonging shall render such reports to the CompanyManagers, and shall deposit all moneys and other valuable effects in the name and to Executive Committee, the credit of Chief Executive Officer or the Company in such depositories President as they may be designated by the Managerrequest. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer He or she shall perform all other duties normally incident to such office and such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the ManagerManagers, the Executive Committee, the Chief Executive Officer or the President.
Section 11.12. The chief financial officer Secretary shall attend, and record and have custody of, the minutes of the meetings of the Members, Managers, and committees of Managers; see that all notices are duly given in accordance with the provisions of this Agreement and as required by law; be custodian of the records; and in general, perform all duties normally incident to such office and such other duties as may be prescribed from time to time by the Managers, the Executive Committee, the Chief Executive Officer or the President.
Section 11.13. The Treasurer shall have the general duties, powers charge and responsibilities custody of a chief financial officer of a corporation, and shall be the chief financial and accounting officer responsible for all funds of the Company; and in general, perform all the duties incident to such office and such other duties as may be prescribed from time to time by the Managers, the Executive Committee, the Chief Executive Officer or the President.
Section 11.14. If appointed, the Controller shall have charge and supervision of and be responsible for the accounting function of the Company and, in general perform all duties incident to such office and such other duties as may be prescribed from time to time by the Managers, the Executive Committee, the Chief Executive Officer or the President.
Appears in 1 contract
Sources: Limited Liability Company Agreement (CST Metro LLC)
Officers. (a) The Manager Managing Member may appoint appoint, employ or otherwise contract with any Person for the transaction of the business of the Company or the performance of services for or on behalf of the Company, and the Managing Member may delegate to any such Persons such authority to act on behalf of the Company as the Managing Member may from time to time deem appropriate.
(b) Except as otherwise set forth herein or as otherwise determined by the Managing Member from time to time, the executive officers of PubCo shall be the executive officers of the Company at any time(bearing the same responsibilities to the Company as they do to PubCo, unless determined otherwise by the Managing Member) will be responsible for the general and active management of the business of the Company and its Subsidiaries and will see that all orders of the Managing Member are carried into effect. The officers Any officer of the Company will have the power to execute bonds, mortgages and other Contracts requiring a seal, under the seal of the Company, if deemed necessary except where required or permitted by Law to be otherwise signed and executed.
(c) Except as set forth herein, the Manager Managing Member may appoint Officers at any time, and the Officers may include a president, one or more vice presidents, secretary and a secretary, one or more assistant secretaries, and a chief financial officer (and officer, a general counsel, a treasurer, one or more assistant treasurers), a chief operating officer, an executive chairman, and any other officers that the Managing Member deems appropriate. Except as set forth herein, the Officers will serve at the pleasure of the Managing Member, subject to all rights, if any, of such Officer under any Contract of employment. Any individual may hold any number of offices, and an Officer may, but need not, be a Member of the Company. The officers shall Officers will exercise such powers and perform such duties as specified in this Agreement and or as shall be determined from time to time by the ManagerManaging Member.
(bd) Subject to this Agreement and to the rights, if any, of an officer Officer under a contract Contract of employment, any officer Officer may be removed, either with or without cause, by the Manager at any timeManaging Member. Any officer Officer may resign at any time by giving written notice to the CompanyManaging Member. Any resignation shall will take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall will not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract Contract to which the officer Officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall will be filled in the manner prescribed in this Agreement for regular appointments to that office.
(c) The president shall be the chief executive officer of the Company, and shall, subject to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Stryve Foods, Inc.)
Officers. (a) The Manager may appoint officers of the Company at any time. The officers of the Companycorporation shall consist of a Chief Executive Officer, President, a Secretary, a Treasurer, and, if deemed necessary necessary, expedient, or desirable by the Manager may include Board of Directors, a presidentChairperson of the Board, a Vice-Chairperson of the Board, one or more vice presidentsExecutive Vice-Presidents, secretary and one or more assistant secretariesother Vice-Presidents, and chief financial officer (and one or more assistant treasurers)Assistant Secretaries, one or more Assistant Treasurers, and such other officers with such titles as the resolution of the Board of Directors choosing them shall designate. Except as may otherwise be provided in the resolution of the Board of Directors choosing such officer, no officer other than the Chairperson or Vice-Chairperson of the Board, if any, need be a director. Any individual may hold any number of officesoffices may be held by the same person, as the directors may determine. The Unless otherwise provided in the resolution choosing such officer, each officer shall be chosen for a term which shall continue until the meeting of the Board of Directors following the next annual meeting of stockholders and until such officer's successor shall have been chosen and qualified. All officers of the corporation shall exercise have such powers authority and perform such duties as specified in this Agreement the management and operation of the corporation as shall be determined from time prescribed in the resolutions of the Board of Directors designating and choosing such officers and prescribing their authority and duties, and shall have such additional authority and duties as are incident to time by the Manager.
(b) Subject their office except to the rightsextent that such resolutions may be inconsistent therewith. The Secretary or an Assistant Secretary of the corporation shall record all of the proceedings of all meetings and actions in writing of stockholders, if anydirectors, and committees of an officer under a contract of employmentdirectors, any and shall exercise such additional authority and perform such additional duties as the Board shall assign to such Secretary or Assistant Secretary. Any officer may be removed, either with or without cause, by the Manager at any timeBoard of Directors. Any officer may resign at any time by giving written notice to the Company. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall may be filled in the manner prescribed in this Agreement for regular appointments to that office.
(c) The president shall be the chief executive officer of the Company, and shall, subject to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent Board of the CompanyDirectors.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.
Appears in 1 contract
Officers. (a) 24.1 The Manager may appoint officers of the Company at any time. The officers shall be appointed by the Board of Directors and shall include a Chairman of the CompanyBoard, if deemed necessary by the Manager a Chief Executive Officer, a President, a Secretary and a Treasurer and may also include a president, one or more vice presidentsVice Chairmen, secretary Senior and one or more assistant secretariesExecutive Vice Presidents and Vice Presidents, Assistant Secretaries and chief financial officer (and one or more assistant treasurers). Any individual may hold any number of officesAssistant Treasurers. The Board of Directors may also choose such other officers and agents as it shall deem necessary or desirable and such persons shall hold their offices for such terms and shall exercise such powers and perform such duties as specified in this Agreement and as shall be determined by the Board of Directors from time to time time. Two or more offices may be held by the Manager.
(b) Subject to same person. None of the rightsofficers other than the Chairman of the Board need be a Director of the Company, if any, and none of the officers need be a Shareholder of the Company. No officer shall be prevented from receiving compensation as an officer under by reason of his also being a contract Director. The officers of employmentthe Company shall hold office until their successors are elected or appointed and qualified, any or until their earlier death, resignation, retirement, disqualification or removal. Any officer elected or appointed by the Board of Directors may be removed, either removed at any time with or without cause, cause by the Manager at Board of Directors, provided, however that until the third anniversary of the date these Articles are adopted, a vote of two-thirds of the whole Board of Directors shall be required (i) to remove the Chairman of the Board, the Chief Executive Officer or the President, and (ii) to authorize any timemodification, amendment or termination of (A) the employment agreement dated August 31, 2001 between the Company and ▇▇▇▇▇▇ ▇. ▇▇▇▇ or (B) the employment agreement dated August 31, 2001 between the Company and ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇. Any officer may resign at any time by giving written notice to the Company. Any such resignation shall take effect at the date of the receipt of that such notice or at any later such other time specified in that notice; andtherein, and unless otherwise specified in that noticetherein, the acceptance of the such resignation shall not be necessary to make it effective. Election or appointment of an officer shall not of itself create contract rights.
24.2 Any resignation is without prejudice to the rights, if any, provision of the Company under any contract Statute or the Articles requiring or authorizing a thing to which be done by a Director and an officer shall not be satisfied by its being done by the officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled one person acting in the manner prescribed in this Agreement for regular appointments to that officedual capacity of Director and officer.
(c) The president shall be the chief executive officer of the Company, and shall, subject to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.
Appears in 1 contract
Sources: Merger Agreement (Global Marine Inc)
Officers. (a) The Manager may appoint officers of the Company at shall be a Chairman, a Vice Chairman, a President, one or more Vice Presidents (the number thereof to be determined by the Directors), a Secretary, a Chief Financial Officer, a Treasurer and such other officers as may from time to time be designated and elected by the Directors. One individual may hold the offices and perform the duties of any two or more of said offices. No officer is required to be a Director, a Member, an employee of the Company or a resident of the State of Iowa. The Directors may delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision of this Agreement, and the Directors may leave any office unfilled for any such period of time as the Directors may determine from time to time, except the offices of President, Chief Financial Officer and Secretary. The officers of the Company, if deemed necessary Company shall be elected annually by the Manager may include a presidentDirectors at the annual meeting of the Directors. Each officer shall hold office until the next succeeding annual meeting of the Directors and until his or her successor shall have been elected, one or more vice presidents, secretary and one until his or more assistant secretaries, and chief financial officer (and one her death or more assistant treasurers)resignation or removal in accordance with this Agreement. Any individual may hold any number of offices. The officers shall exercise such powers and perform such duties as specified in this Agreement and as shall be determined from time to time by the Manager.
(b) Subject to the rights, if any, of an officer under a contract of employment, any officer may be removed, either with or without cause, by the Manager at any time. Any An officer may resign at any time by giving delivering written notice to the Company. Any resignation shall take effect at Chairman, the date President, the Secretary or any two of the receipt Directors. The resignation of that an officer shall be effective when the notice is received by the Chairman, the President, the Secretary or any Director, as the case may be, or at any such later time as may be specified in that the notice; , and, unless otherwise specified in that the notice, the acceptance of the a resignation shall not be necessary to make it effective. Any resignation is officer may be removed by the Directors at any time, with or without cause, for any reason or for no reason, but such removal shall be without prejudice to the contract rights, if any, of the individual so removed. The election of an officer does not itself create contract rights in favor of the officer. The Chairman shall, if present at the meeting in question, preside over and act as chairperson of all meetings of the Members and all meetings of the Directors. The Chairman shall have authority to sign, execute and acknowledge all contracts, checks, deeds, mortgages, bonds, leases or other obligations on behalf of the Company under any contract which shall be authorized by the Directors, and the Chairman may sign, along with the Secretary, certificates for Units. The Chairman shall be subject to which the officer is a partycontrol of the Directors and shall keep the Directors fully informed and shall freely consult with the Directors concerning the business of the Company. A vacancy The Chairman shall also perform all duties as may from time to time be assigned to the Chairman by the Directors. The Vice Chairman shall perform the duties of the Chairman in any office because the absence of the Chairman or in the event of the death, resignationinability or refusal to act of the Chairman, removaland, disqualification or any other cause when so acting, shall have all of the powers of, and shall be filled in subject to all the manner prescribed in this Agreement for regular appointments restrictions upon, the Chairman. The Vice Chairman shall also perform all duties as may from time to that office.
(c) time be assigned to the Vice Chairman by the Chairman, the President or the Directors. The president President shall, subject to the control of the Directors, have general charge of and direct the operations of the Company and shall be the chief executive officer of the Company, . The President shall keep the Directors fully informed and shall, subject to shall freely consult with the control of the Manager, have general and active management of Directors concerning the business of the Company in his or her charge. The President shall have authority to sign, execute and shall see that acknowledge all orders and resolutions contracts, checks, deeds, mortgages, bonds, leases or other obligations on behalf of the Manager are carried into effectCompany as the President deems necessary or appropriate to or for the course of the Company's regular business or which shall be authorized by the Directors, and the President may sign, along with the Secretary, certificates for Units. The president shall have the general powers and duties of management usually vested President may sign, in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal name of the Company, except where required all reports and all other documents or permitted by law instruments which are necessary or appropriate to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of for the Company.
(d) 's business. The vice-president, or if there President shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, also perform the all duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings be assigned to the President by the Directors. In the absence of the MembersPresident or in the event of the death, inability or refusal to act of the President, the Vice President (or in the event there is more than one Vice President, the Vice Presidents in the order designated at the time of their election, or in the absence of any designation, the senior Vice President in length of service) shall perform the duties of the President, and, when so acting, shall have all the powers of, and shall record be subject to all the proceedings of restrictions upon, the President. A Vice President shall also perform all duties as may from time to time be assigned to such Vice President by the President or the Directors. The Secretary shall (i) if present at the meeting in a book to be kept question, act as secretary for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice keep minutes of all meetings of the Members and shall perform such other duties all meetings of the Directors; (ii) authenticate records of the Company and attend to giving and serving all notices of the Company as may provided by this Agreement or as required by applicable law; (iii) be prescribed by the Manager. The secretary shall have custody custodian of the seal, if any, of the Company and of such books, records and papers as the Secretary shall have authority Directors or the Chairman or the President may direct; (iv) sign, along with the Chairman or the President, certificates for Units; (v) keep a record showing the names of all Persons who are Members, their mailing and e-mail addresses as furnished by each Member, the class and number of Units held by them and the certificates representing such Units; and (vi) in general, perform all duties incident to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, Secretary and all documents described in Section 11.01 and such other documents duties as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time be assigned to the Secretary by the ManagerPresident or the Directors. The secretary Chief Financial Officer shall have be the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall (i) have custody of and be responsible for all moneys and securities of the Company; (ii) keep full and accurate records and accounts of receipts and disbursements in books belonging to the Company, showing the transactions of the Company, its accounts, liabilities and financial condition and shall endeavor to assure that all expenditures are duly authorized and are evidenced by proper receipts and vouchers; (iii) deposit all moneys and other valuable effects in the name and to the credit of the Company in such depository or depositories as may be designated are approved by the Manager. The chief President or the Company, all moneys that may come into the Chief Financial Officer's hands for the Company's account; (iv) prepare or cause to be prepared such financial officer shall disburse statements as are directed by the funds of President or by the Company Directors; and (v) in general, perform all duties as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time be assigned to the Chief Financial Officer by the ManagerPresident or the Directors. The chief financial officer Treasurer shall perform the duties of the Chief Financial Officer in the absence of the Chief Financial Officer or in the event of the death, inability or refusal to act of the Chief Financial Officer, and, when so acting, shall have all the general duties, powers and responsibilities of a chief financial officer of a corporationof, and shall be subject to all the chief financial and accounting officer of restrictions upon, the Company.Chief
Appears in 1 contract
Officers. (a) The In order to more efficiently perform their duties and obligations under this Agreement, the Manager may appoint officers and the other Members hereby consent to the appointment, upon execution of the Company at any timethis Agreement, of ▇▇▇▇▇▇ ▇. The officers ▇▇▇▇ to serve as President of the Company, if deemed necessary by the Manager may include a president▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, one or more vice presidents, secretary and one or more assistant secretaries, and chief financial officer (and one or more assistant treasurers). Any individual may hold any number of offices. The officers shall exercise such powers and perform such duties to serve as specified in this Agreement and as shall be determined from time to time by the Manager.
(b) Subject to the rights, if any, of an officer under a contract of employment, any officer may be removed, either with or without cause, by the Manager at any time. Any officer may resign at any time by giving written notice to the Company. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in this Agreement for regular appointments to that office.
(c) The president shall be the chief executive officer of the Company, and shall, subject to the control of the Manager, have general and active management of the business Vice President of the Company and shall see that all orders ▇▇▇▇ ▇▇▇▇▇ to serve as Secretary, and resolutions Treasurer of the Manager are carried into effectCompany. The president President shall have the general authority, to the full and same extent as, that which has been conferred on the Manager by this Agreement, and shall be subject to the same limitations that are otherwise imposed under this Agreement on the Manager. The Vice-President shall have the authority to exercise the powers and duties of management usually vested the President in the office absence or unavailability of president of a corporationthe President, and shall have such other powers and duties authority as may be prescribed by a the President or the Manager or this Agreementshall delegate to him from time to time. The president Secretary shall execute bondskeep minutes of all meetings of the Members, mortgages and have charge of the minute books and all other contracts requiring a seal, under the seal records (other than financial records) of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as may be delegated to him or her by the Manager may President from time to time prescribe.
(e) time. The secretary Treasurer shall attend all meetings be charged with the management of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office financial affairs of the Company’s transfer agent or registrar, as determined by including the Manager, all documents described in Section 11.01 maintenance of the Company's bank accounts and such other documents as may be required under the Act. The secretary financial books and records and shall perform such other duties and have such other authority powers as may be prescribed elsewhere in this Agreement delegated to him or her by the President from time to time by the Managertime. The secretary President of the Company shall have be permitted to appoint Officers of the general dutiesCompany at such time as the President determines that the appointment of such Officer is necessary, powers otherwise helpful, or expedient in running the affairs of the Company. Such appointment shall be evidenced by written consent action of the President which sets forth the title of such Officer, the authority and responsibilities of a secretary such Officer, and the compensation of a corporation.
(f) The chief financial such Officer. Once appointed, an officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions Company shall serve until such time as he or she is removed from such office by the President of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer President shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in serve until such depositories time as may be designated he or she is removed from such office by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer Manager of the Company.
Appears in 1 contract
Officers. (a) Agents. The Manager may Board of Managers by vote or resolution shall have the power to appoint officers or agents to act for the Company with such titles, if any, as the Board of Managers deems appropriate and to delegate to such officers or agents such of the powers as are granted to the Board of Managers hereunder, including the power to execute documents on behalf of the Company, as the Board of Managers may in its sole discretion determine; provided, however, that no such delegation by the Board of Managers shall cause the Persons constituting the Board of Managers to cease to be the “managers” of the Company within the meaning of the Act. The officers or agents so appointed may include persons holding titles such as Chairman, Chief Executive Officer, Chief Operating Officer, President, Chief Financial Officer, Executive Vice President, Vice President, Assistant Vice President, Treasurer, Controller, Secretary or Assistant Secretary. An officer may be removed at any timetime with or without cause. The officers of the Company, if deemed necessary Company as of the date hereof are set forth on Exhibit 6.2. Unless the authority of the agent designated as the officer in question is limited in the document appointing such officer or is otherwise specified by the Manager may include Board of Managers, any officer so appointed shall have the same authority to act for the Company as a presidentcorresponding officer of a Delaware corporation would have to act for a corporation in the absence of a specific delegation of authority and all deeds, one leases, transfers, contracts, bonds, notes, checks, drafts or more vice presidentsother obligations made, secretary and one accepted or more assistant secretaries, and chief financial officer (and one or more assistant treasurers). Any individual may hold any number of offices. The officers shall exercise such powers and perform such duties as specified in this Agreement and as shall be determined from time to time endorsed by the Manager.
(b) Subject to Company may be signed by the rightsChairman, if any, of an officer under the President, a contract of employmentVice President (including any Assistant Vice President) or the Treasurer, any officer may be removedController, either with Secretary or without cause, by the Manager at any time. Any officer may resign at any time by giving written notice to the Company. Any resignation shall take effect Assistant Secretary at the date time in office. The Board of Managers, in its sole discretion, may by vote or resolution of the receipt Board of that notice or at Managers ratify any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in this Agreement for regular appointments to that office.
(c) The president shall be the chief executive officer of the Company, and shall, subject to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed act previously taken by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other an officer or agent acting on behalf of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.
Appears in 1 contract
Sources: Limited Liability Company Agreement
Officers. (a) The Manager may appoint Managing Member may, from time to time, designate one or more officers to act for and on behalf of the Company at any timewith such authority as may be delegated to such officers by the Managing Member (each such designated individual, an “Officer”), each of whom shall serve as an Officer until his or her death, resignation, removal or disqualification or until his or her replacement is designated in accordance with clause (e) of this Section 6.2. The officers Officers may consist of a President, one or more Vice-Presidents, a Secretary, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other titles as may be designated by the Managing Member. Any number of offices may be held by the same individual.
(b) The initial Officers, and their respective titles, as of the date hereof, are set forth on Exhibit A. The Managing Member may appoint such additional Officers as may be necessary, appropriate or advisable for the business of the Company, if deemed necessary by the Manager may include a presidenteach of whom shall hold office for such period, one or more vice presidents, secretary and one or more assistant secretaries, and chief financial officer (and one or more assistant treasurers). Any individual may hold any number of offices. The officers shall exercise have such powers authority and perform such duties as specified are provided in this Agreement and or as shall be determined the Managing Member may from time to time by the Managerdetermine.
(bc) Subject Any action taken by an Officer designated by the Managing Member pursuant to authority delegated to such Officer shall constitute the rights, if any, act of an officer under a contract and serve to bind the Company. The Managing Member hereby authorizes Officers to bind the Company and enter into agreements for and on behalf of employment, the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of any officer Officer designated in accordance with this Agreement and any written instrument executed by the Managing Member designating such Officer and/or delegating authority to such Officer.
(d) Any Officer may be removedremoved at any time, either with or without cause, by the Manager at any timeManaging Member. Any officer Officer may resign at any time by giving written notice to the CompanyManaging Member. Any resignation shall take effect at the date of the upon receipt of that such notice or at any such later time as may be specified in that notice; andtherein, unless otherwise specified in that notice, and the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer Officer is a party. .
(e) A vacancy in any office of the Company because of death, resignation, removal, removal or disqualification or any other cause shall be filled in the manner prescribed in this Agreement for regular appointments to that office.
(c) The president shall be the chief executive officer of the Company, and shall, subject to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the CompanyManaging Member.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.
Appears in 1 contract
Sources: Limited Liability Company Agreement (TransMontaigne Partners LLC)
Officers. (a) 29.1 The Manager may appoint officers of the Company at any time. The officers shall be chosen by the Board of Directors and shall include a President and a Secretary and may also include a Chief Executive Officer or Officers, a Chairman of the CompanyBoard of Directors, if deemed necessary by a Vice Chairman of the Manager may include a presidentBoard of Directors, one or more vice presidents, secretary and one Vice Presidents (who may be further classified by such descriptions as "Executive," "Senior" or more assistant secretaries"Assistant" as determined by the Board of Directors), and chief financial officer (and one such other officers, as the Board of Directors may deem necessary or more assistant treasurers). Any individual may hold any number of officesappropriate. The officers shall exercise such powers and perform such duties as specified in this Agreement and as shall be determined Board of Directors may from time to time authorize any officer to appoint and remove any other officer or agent and to prescribe such person's authority and duties. Any person may hold at one time two or more offices. Each officer shall have such authority and perform such duties, in addition to those specified in these Articles, as may be prescribed by the ManagerBoard of Directors from time to time.
(b) Subject to 29.2 Each officer shall hold office for the rightsterm for which elected or appointed by the Board of Directors, if any, of an officer under a contract of employment, any and until the person's successor has been elected or appointed and qualified or until such person's earlier resignation or removal. Any officer may be removedremoved by the Board of Directors, either with or without cause, by . The election or appointment of an officer shall not in and of itself create contractual rights against the Manager at any timeCompany. Any officer may resign at any time by giving written notice to the CompanyBoard of Directors or the Secretary. Any such resignation shall take effect at the date of the time specified therein or, if such time is not specified therein, then upon receipt of that notice or at any later time specified in that such notice; and, unless otherwise specified in that noticetherein, the acceptance of the such resignation shall not be necessary to make it effective.
29.3 The Chairman of the Board of Directors shall be a member of the Board of Directors. Any resignation The Chairman of the Board of Directors shall preside at all meetings of the Board of Directors. If the Chairman of the Board of Directors is without prejudice to the rightsnot present, a Vice Chairman, if any, shall preside at such meeting.
29.4 Unless otherwise determined by the Board of Directors, the Chief Executive Officer shall be responsible for the day-to-day management of the business and affairs of the Company under any contract to which the officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in this Agreement for regular appointments to that office.
(c) The president shall be the chief executive officer of the Company, and shall, but subject to the control of the ManagerBoard of Directors) and shall enjoy all other powers commonly incident to the office. If so directed by the Board of Directors, have general and active management more than one individual may concurrently serve as Co-Chief Executive Officer of the business Company.
29.5 Each of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and Vice Presidents shall have such other powers authority and perform such duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribeby the Board of Directors.
(e) 29.6 The secretary Secretary shall attend all keep the minutes of the meetings of the Members, Members and shall record all the proceedings Board of the meeting in a book to be kept for that purpose Directors and give notice of such meetings and shall perform like duties for the standing committees of the Board of Directors when so required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary Secretary shall have custody of the seal, if any, of seal and affix and attest the Company and the Secretary shall have authority to affix the same seal to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at executed under seal and enjoy all powers commonly incident to the principal executive office or at office. In the office case of the Company’s transfer agent absence or registrarinability to act of the Secretary, as determined by any Assistant Secretary (or, in the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities case of keeping minutes of a secretary meeting of a corporation.
(f) The chief financial officer shall keep and maintainMembers or Directors, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and any other valuable effects in the name and to the credit of the Company in such depositories as may be person designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial presiding officer of a corporation, and shall be such meeting) may act in the chief financial and accounting officer of the CompanySecretary's place.
Appears in 1 contract
Officers. (a) The Manager may appoint Member may, from time to time, designate one or more persons to be officers of the Company at any time. The officers (“Officers”) of the Company, if deemed necessary by . No Officer need be a resident of the Manager may include State of Texas or the State of Delaware. No Officer need be a president, one or more vice presidents, secretary and one or more assistant secretaries, and chief financial officer (and one or more assistant treasurers)Member of the Company. Any individual may hold any number of offices. The officers Officers so designated shall exercise have such powers authority and perform such duties as specified in the Member may, from time to time, delegate to them. The Member may assign titles to particular Officers. Unless the Member decided otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, as amended, the assignment of such title shall constitute the delegation to such Officer of the authority and duties that are normally associated with that office, subject to any specific delegation of authority and duties made to such Officer by the Member pursuant to the third sentence of this Agreement and as Section 7(a). Each Officer shall hold office until his successor shall be determined duly designated and shall qualify or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the same person. The salaries or other compensation, if any, of the Officers, agents and employees of the Company shall be fixed from time to time by the Manager.Member. The initial officers of the Company shall be as follows:
(a) ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ – President and Chief Executive Officer
(b) Subject ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ – Executive Vice President, Chief Financial Officer and Secretary
(c) ▇▇▇▇ ▇▇▇▇▇ – Executive Vice President – Exploration and Geoscience
(b) Any Officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Member. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the rights, if any, of an officer under a contract of employment, any officer resignation. Any Officer may be removedremoved as such, either with or without cause, by the Manager at any time. Any officer may resign at any time by giving written notice to Member whenever in their judgment the Company. Any resignation shall take effect at the date best interests of the receipt of Company will be served thereby; provided, however, that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation such removal shall not be necessary to make it effective. Any resignation is without prejudice to the contract rights, if any, of the Company under any person so removed. Designation of an Officer shall not of itself create contract to which the officer is a partyrights. A Any vacancy occurring in any office because of death, resignation, removal, disqualification or any other cause the Company shall be filled in by the manner prescribed in this Agreement for regular appointments to that officeMember.
(c) The president No Officer shall be liable to the chief executive officer of Company or its members for monetary damages for an act or omission (or alleged act or omission) in the Officer’s capacity as an Officer, except as otherwise provided in the Company, and shall, subject ’s Certificate of Formation. No amendment to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office repeal of the Company’s transfer agent Certificate of Formation or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement will apply to or from time to time by have any effect on the Manager. The secretary shall have the general duties, powers and responsibilities liability or alleged liability of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit any Officer of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds for or with respect to any acts or omissions of the Company as may be ordered by the Manager. The chief financial officer shall perform Officer occurring prior to such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Companyamendment or repeal.
Appears in 1 contract
Officers. (a) The Manager may appoint officers Upon the effectiveness of this Agreement, the Officers of the Company shall be the Persons listed as Officers on Schedule E on the date hereof. All Persons designated as Officers prior to the effectiveness of this Agreement who are not listed as Officers on Schedule E on the date hereof are hereby removed as Officers on the date hereof, and all Persons designated as Officers on Schedule E as Officers on the date hereof who were not designated as Officers by the Prior Member are hereby designated as Officers. Schedule E may be updated from time to time by the Member, the Directors or Officers to reflect changes in the Officers effected in accordance with the provisions of this Agreement, and any such update shall not constitute an amendment to this Agreement. Additional or successor Officers of the Company shall be chosen by the Board and shall consist of at any timeleast a President, a Chief Executive Officer, a Secretary and a Treasurer. The officers Board of the Company, if deemed necessary by the Manager Directors may include a president, also choose one or more vice presidents, secretary Vice Presidents and one or more assistant secretaries, and chief financial officer (and one or more assistant treasurers)Assistant Secretaries. Any individual may hold any number of officesoffices may be held by the same person. The officers Board may appoint such other Officers and agents as it shall deem necessary or advisable who shall hold their offices for such terms and shall exercise such powers and perform such duties as specified in this Agreement and as shall be determined from time to time by the Manager.
(b) Subject to Board. The salaries of all Officers and agents of the rights, if any, Company shall be fixed by or in the manner prescribed by the Board. The Officers of an officer under a contract of employment, any officer the Company shall hold office until their successors are chosen and qualified. Any Officer may be removedremoved at any time, either with or without cause, by the Manager at any timeaffirmative vote of a majority of the Board. Any officer may resign at vacancy occurring in any time by giving written notice to the Company. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, office of the Company under any contract to which the officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in this Agreement for regular appointments to that office.
(c) The president shall be the chief executive officer of the Company, and shall, subject to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the CompanyBoard.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Discover Card Master Trust I)
Officers. (a) The Manager RESOLVED, that the Company may appoint officers have, at the discretion of the Company at any timeExecutive Committee, a Chief Executive Officer or President, one or more Executive Vice Presidents, a Secretary, a Treasurer, one or more Vice Presidents, one or more Assistant Vice Presidents, one or more Assistant Secretaries, one or more Assistant Treasurers and/or such other officers as may be appointed by the Executive Committee. One person may hold two or more offices. The officers of the Company shall serve at the discretion of the Executive Committee. No officer shall be deemed a “manager” of the Company, if deemed necessary as that term is defined in Section 18-101 (10) of the Delaware Limited Liability Company Act, by the Manager may include a president, one reason of his or more vice presidents, secretary and one her appointment or more assistant secretaries, and chief financial officer (and one by reason of his or more assistant treasurers). Any individual may hold any number of offices. The officers shall exercise such powers and perform such duties her actions as specified in this Agreement and as shall be determined from time to time by the Manager.
(b) Subject to the rights, if any, of an officer under a contract of employment, any officer may be removed, either with or without cause, by the Manager at any timeCompany. Any officer may resign at any time by giving written notice to the CompanyExecutive Committee. Any such resignation shall take effect at the date of the receipt of that such notice or at any later time specified in that notice; and, therein and unless otherwise specified in that noticetherein, the acceptance of the such resignation shall not be necessary to make it effective. Any resignation is without prejudice RESOLVED, that subject to Section 7.01(a) and 7.01(d) of the rightsAgreement, the officers of the Company shall have the powers and duties described below: CHIEF EXECUTIVE OFFICER or PRESIDENT. The Chief Executive Officer or President of the Company, if any, of the Company under any contract to which the officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in this Agreement for regular appointments to that office.
(c) The president shall be the chief executive officer of the Company, and shallhave, subject to the supervision, direction and control of the ManagerExecutive Committee, have general supervision, direction and active management control of the business and affairs of the Company and shall see that all orders and resolutions of the Manager are carried into effectCompany. The president He/she shall have the general powers and duties of management usually vested in the office of chief executive officer or president of a corporationcompany organized for profit under the General Corporation Law of the State of Delaware, and shall have such other powers and duties with respect to the administration of the business and affairs of the Company as may from time to time be prescribed assigned to him/her by a Manager or this Agreement. The president shall the Executive Committee, including, without limitation, all powers necessary to direct and control the organizational and reporting relationships within the Company and the authority to enter into any contract and execute bonds, mortgages and other contracts requiring a seal, under deliver any instrument in the seal name and on behalf of the Company, Company except where required or permitted by applicable law to be otherwise signed and executed, executed and except where the signing and execution thereof shall be expressly delegated by the Manager Executive Committee to some other officer or agent of the Company. EXECUTIVE VICE PRESIDENT. The Executive Vice President, if any, shall exercise and perform such powers and duties with respect to the administration of the business and affairs of the Company as from time to time may be assigned to each of them by the Chief Executive Officer or President or the Executive Committee. Subject to the control and the direction of the Executive Committee or the Chief Executive Officer or President, each Executive Vice President may enter into any contract and execute and deliver any instrument in the name and on behalf of the Company except where required by applicable law to be otherwise signed and executed and except where signing and execution thereof shall be expressly delegated by the Executive Committee to some other officer or agent of the Company. In the absence or disability of the Chief Executive Officer or President, the Executive Vice Presidents, in order of their rank as fixed by the Executive Committee, or if not ranked, the Executive Vice President shall perform all of the duties of the Chief Executive Officer or President and when so acting shall have all of the powers of and be subject to all the restrictions upon the Chief Executive Officer or President. VICE PRESIDENT. The Vice President, if any, shall exercise and perform such powers and duties with respect to the administration of the business and affairs of the Company as from time to time may be assigned to each of them by the Chief Executive Officer or President or the Executive Committee. Subject to the control and the direction of the Executive Committee or the Chief Executive Officer or President, each Vice President may enter into any contract and execute and deliver any instrument in the name and on behalf of the Company except where required by applicable law to be otherwise signed and executed and except where signing and execution thereof shall be expressly delegated by the Executive Committee to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.
Appears in 1 contract
Sources: Limited Liability Company Agreement
Officers. (a) The Manager may appoint officers of the Company at any time. The officers of the Company, if deemed necessary by the Manager Corporation may include a presidentChairman of the Board (who can be a Chief Executive Officer), one or more vice presidentsChief Executive Officers, secretary one or more Presidents, one or more Vice Chairmen, one or more Chief Operating Officers, one or more Chief Financial Officers, one or more Vice Presidents, and one or more assistant secretariesSecretaries, and chief financial officer (such additional officers, if any, as shall be elected by the Board of Directors pursuant to the provisions of Section 10 of this Article IV. The Chairman of the Board, one or more Chief Executive Officers, one or more Presidents, one or more Vice Chairmen, one or more Chief Operating Officers, one or more Chief Financial Officers, one or more Vice Presidents and one or more assistant treasurers). Any individual may hold any number Secretaries shall be elected by the Board of officesDirectors at its first meeting after each annual meeting of the stockholders. The failure to hold such election shall not of itself terminate the term of office of any officer. All officers shall exercise such powers and perform such duties as specified in this Agreement and as shall be determined from time to time by hold office at the Manager.
(b) Subject to pleasure of the rights, if any, Board of an officer under a contract of employment, any officer may be removed, either with or without cause, by the Manager at any timeDirectors. Any officer may resign at any time by giving upon written notice to the CompanyCorporation. Officers may, but need not, be Directors. Any resignation number of offices may be held by the same person. All officers, agents and employees shall take effect at the date of the receipt of that notice be subject to removal, with or without cause, at any later time specified in that notice; and, unless otherwise specified in that notice, by the acceptance Board of the resignation Directors. The removal of an officer without cause shall not be necessary to make it effective. Any resignation is without prejudice to the his or her contract rights, if any. The election or appointment of an officer shall not of itself create contract rights. All agents and employees other than officers elected by the Board of Directors shall also be subject to removal, with or without cause, at any time by the officers appointing them. Any vacancy caused by the death, resignation or removal of any officer, or otherwise, may be filled by the Board of Directors, and any officer so elected shall hold office at the pleasure of the Company under any contract to which the officer is a partyBoard of Directors. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in this Agreement for regular appointments to that office.
(c) The president shall be the chief executive officer of the Company, and shall, subject In addition to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested the officers of the Corporation as set forth in these Bylaws, the office of president of a corporation, and officers shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president authority and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities Board of a secretary of a corporationDirectors.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.
Appears in 1 contract
Sources: Corporate Conversion Agreement (BGC Partners, Inc.)
Officers. (a) The Manager may appoint Board may, from time to time, designate and remove one or more Persons as officers of the Company at any timeand assign titles to particular officers. The officers An officer may be, but no officer need be, a resident of the CompanyState of Nevada, if deemed necessary by a Member or a Manager, provided that no officer may reside in the Manager may include a president, one or more vice presidents, secretary and one or more assistant secretaries, and chief financial officer (and one or more assistant treasurers)State of Texas. Any individual may hold any number of offices. The officers so designated shall exercise have such powers authority and perform such duties as specified provided in this Agreement or as the Board may, from time to time, delegate to them. Unless otherwise provided in this Agreement or unless the Board decides otherwise, if an officer's title is one commonly used for officers of a business corporation formed under the applicable provisions of the NRS, the assignment of such title to an officer of the Company shall constitute the delegation to such Person of the authority and duties provided in this Agreement and as shall the authority and duties that would be determined from time to time held by a Person with such title in a business corporation formed under the Managerapplicable provisions of the NRS.
(b) Subject The officers shall be elected or appointed by the Board in accordance with this Agreement, including, but not limited to the rightsprovisions set forth below. James Ashworth shall serve as the initial officer of the Com▇▇▇▇ ▇▇ ▇▇▇ ▇▇fice of President until his successor is duly appointed by the Board or until his earlier resignation, removal or death.
(c) Any two or more offices may be held by the same Person. In their discretion, the Board may leave any office unfilled. A vacancy in any office for any reason may be filled by the Board. Each officer shall hold office until his or her successor has been elected and qualified, or until his or her death, resignation, or removal.
(d) Any officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if anyno time be specified, at the time of an officer under its receipt by the Board. The acceptance of a contract of employmentresignation shall not be necessary to make it effective, any unless expressly so provided in the resignation. Any officer may be removedremoved as such, either with or without cause, by the Manager at any time. Any officer may resign at any time by giving written notice to Board whenever in their judgment the Company. Any resignation shall take effect at the date best interests of the receipt of Company will be served thereby; provided, however, that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation such removal shall not be necessary to make it effective. Any resignation is without prejudice to the contract rights, if any, of the Company under any Person so removed. Designation of an officer shall not of itself create contract to which the officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in this Agreement for regular appointments to that office.
(c) The president shall be the chief executive officer of the Company, and shall, subject to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescriberights.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, following officers of the Company and the Secretary shall have authority to affix such powers and duties, except as modified by the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrarBoard, as determined by the Managergenerally pertain to their offices, all documents described in Section 11.01 respectively, as well as such powers and such other documents duties as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time shall be conferred by the Manager. The secretary shall have the general duties, powers Board and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.Agreement:
Appears in 1 contract
Officers. (a) The Manager Board may appoint individuals as officers of the Company at any time(the “Officers”) as it deems necessary or desirable to carry on the business of the Company and the Board may delegate to such Officers such power and authority as the Board deems advisable. The officers Officers so appointed may include Persons holding titles such as Chairman, Chief Executive Officer, Chief Operating Officer, President, General Manager, Chief Financial Officer, Executive Vice President, Vice President, Treasurer or Controller. Unless the authority of the Company, if deemed necessary Officer in question is limited in the document appointing such Officer or is otherwise specified by the Manager may include Board, any Officer so appointed will have the same authority to act for the Company as a president, one or more vice presidents, secretary and one or more assistant secretaries, and chief financial corresponding officer (and one or more assistant treasurers)of a Delaware corporation would have to act for a Delaware corporation in the absence of a specific delegation of authority. Any individual may hold any number two or more offices of offices. The officers shall exercise such powers and perform such duties as specified in this Agreement and as shall be determined from time to time by the ManagerCompany.
(b) Subject to the rights, if any, of an officer under a contract of employment, any officer may be removed, either with or without cause, Each Officer will hold office until his successor is designated by the Manager at any timeBoard or until his earlier death, resignation or removal. Any officer Officer may resign at any time by giving upon written notice to the CompanyBoard. Any resignation shall take effect at Officer may be removed by the date of the receipt of that notice Board with or without cause at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a partytime. A vacancy in any office occurring because of death, disability, resignation, removalremoval or otherwise, disqualification or any other cause shall may, but need not, be filled in by the manner prescribed in this Agreement for regular appointments to that officeBoard.
(c) The president shall be the chief executive officer of the Company, and shall, subject to the control of the Manager, have general and active management of the business Officers of the Company will be (i) two Co-Chief Executive Officers who will report to the Board, and (ii) the General Manager who will report to the Board, the Management Committee and the Co-Chief Executive Officers, and (iii) any other Officers as shall see that all orders and resolutions be appointed at the discretion of the General Manager are carried into effectand approved by the Co-Chief Executive Officers, who will report to the Board, Management Committee and the Co-Chief Executive Officers. The president shall have As of the general powers and duties effective date of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, Officers of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, are as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.follows:
Appears in 1 contract
Sources: Limited Liability Company Agreement (NeoGames S.A.)
Officers. (a) The Manager may appoint officers of the Company at any time. The Executive Committee shall elect officers of the Company, if deemed necessary by including a Chairman, a President, a Secretary and a Treasurer of the Manager Company, and may include a president, elect or appoint one or more vice presidentsManaging Directors, secretary Vice Presidents and one such other officers of the Company as the Executive Committee may determine, subject, in the case of the election of a Chairman, to Section 4.10, and in the case of the election of all other officers, to the approval of the Chairman, and, in all such cases, subject to the terms of the Services Agreement of the Senior Officers. The Executive Committee may use descriptive words or phrases to designate the standing, seniority or area of special competence of the officers elected or appointed. Any two or more assistant secretariesoffices may be held by the same person, and chief financial officer (persons other than employees of the Company may serve as officers, Managing Directors or Vice Presidents of the Company. All officers as between themselves and one or more assistant treasurers). Any individual may hold any number of offices. The officers the Company shall exercise have such powers authority and perform such duties in the management of the Company as specified may be provided in this Agreement and Article IV or as shall be determined the Executive Committee may from time to time determine, and may act on behalf of the Company in the manner and regarding such matters as is provided for in this Article IV or as may be authorized by the ManagerExecutive Committee. Subject to the terms of the Services Agreements of the Senior Officers, the Executive Committee may establish, increase, reduce or otherwise modify responsibilities of the officers of the Company or may create or eliminate offices as the Company may consider appropriate.
(b) Subject to Each officer elected by the rightsExecutive Committee shall serve until his or her successor is duly elected as provided herein or, if anyearlier, of an officer under a contract of employmentuntil his or her death, any officer may be removed, either with resignation or without cause, by the Manager at any time. Any officer may resign at any time by giving written notice to the Company. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a partyremoval. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled for the unexpired portion of the term by the Executive Committee in the manner prescribed in this Agreement for the regular appointments election to that such office.
(c) The president Any officer may resign at any time by so notifying the Executive Committee and the Secretary in writing. Such resignation shall take effect upon receipt of such notice or at such later time as is therein specified, and unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective. Any officer elected by the chief executive officer Executive Committee may be removed by the Executive Committee with or without cause, upon the recommendation of the CompanyChairman or, and shallin the case of the removal of the Chairman, subject in accordance with Section 4.10. The election of an individual as an officer shall not of itself create a right to continued employment with the Company or a right to continue to provide services to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Companyan independent contractor.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability names of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, certain initial officers of the Company are set forth in Schedule 4.9 hereto (such officers, together with their successors and any other persons exercising similar authority, the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation"Senior Officers").
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Home Holdings Inc)
Officers. (a) The Manager may appoint Managing Member may, from time to time, designate one or more officers to act for and on behalf of the Company at any timewith such authority as may be delegated to such officers by the Managing Member (each such designated individual, an “Officer”), each of whom shall serve as an Officer until his or her death, resignation, removal or disqualification or until his or her replacement is designated in accordance with clause (e) of this Section 6.2. The officers Officers may consist of a President, one or more Vice-Presidents, a Secretary, one or more Assistant Secretaries, a Treasurer and one or more Assistant Treasurers and any other titles as may be designated by the Managing Member. Any number of offices may be held by the same individual.
(b) The initial Officers, and their respective titles, as of the date hereof, are set forth on Exhibit B. The Managing Member may appoint such additional Officers as may be necessary, appropriate or advisable for the business of the Company, if deemed necessary by the Manager may include a presidenteach of whom shall hold office for such period, one or more vice presidents, secretary and one or more assistant secretaries, and chief financial officer (and one or more assistant treasurers). Any individual may hold any number of offices. The officers shall exercise have such powers authority and perform such duties as specified are provided in this Agreement and or as shall be determined the Managing Member may from time to time by the Managerdetermine.
(bc) Subject Any action taken by an Officer designated by the Managing Member pursuant to authority delegated to such Officer shall constitute the rights, if any, act of an officer under a contract and serve to bind the Company. The Managing Member hereby authorizes Officers to bind the Company and enter into agreements for and on behalf of employment, the Company. Persons dealing with the Company are entitled to rely conclusively on the power and authority of any officer Officer designated in accordance with this Agreement and any written instrument executed by the Managing Member designating such Officer and/or delegating authority to such Officer.
(d) Any Officer may be removedremoved at any time, either with or without cause, by the Manager at any timeManaging Member. Any officer Officer may resign at any time by giving written notice to the CompanyManaging Member. Any resignation shall take effect at the date of the upon receipt of that such notice or at any such later time as may be specified in that notice; andtherein, unless otherwise specified in that notice, and the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer Officer is a party. .
(e) A vacancy in any office of the Company because of death, resignation, removal, removal or disqualification or any other cause shall be filled in the manner prescribed in this Agreement for regular appointments to that office.
(c) The president shall be the chief executive officer of the Company, and shall, subject to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the CompanyManaging Member.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Third Coast Midstream, LLC)
Officers. (a) The Manager may Management Committee may, from time to time as it deems advisable, appoint officers of the Company (the "Officers") and assign in writing titles (including, without limitation, President, Vice President, Secretary, and Controller) to any such person. Unless the Management Committee decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Officers shall be subject to the general supervision and control of the Management Committee and shall carry out the policy decisions made by the members of the Management Committee. At each regular meeting of the Management Committee(and, when requested by any member thereof, at any timespecial meeting of the Management Committee), the President or other appropriate Officers shall be present and shall report to the Management Committee on the operations of the Company or any other matters as any member of the Management Committee may request. The officers Any delegation pursuant to this Section 15 may be revoked at any time by the Management Committee. An Officer may be removed with or without cause by the Management Committee. (b) At the direction of the Management Committee, the President and other appropriate Officers shall have the full power to perform any act that an "authorized person" may perform under the Act, and to execute, for and on behalf of the Company, if deemed necessary by the Manager any and all documents and instruments which may include a president, one or more vice presidents, secretary and one or more assistant secretaries, and chief financial officer (and one or more assistant treasurers). Any individual may hold any number of offices. The officers shall exercise such powers and perform such duties as specified in this Agreement and as shall be determined from time to time by the Manager.
(b) Subject to the rights, if any, of an officer under a contract of employment, any officer may be removed, either with or without cause, by the Manager at any time. Any officer may resign at any time by giving written notice to the Company. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to carry on the rights, if any, of the Company under any contract to which the officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in this Agreement for regular appointments to that office.
(c) The president shall be the chief executive officer business of the Company, including, without limitation, any and shallall deeds, subject contracts, leases, mortgages, deeds of trust, promissory notes, guarantees, security agreements, and financing statements pertaining to the control Company's assets or 'obligations. No person dealing with the President or any other Officer need inquire into the validity or propriety of any document or instrument executed in the Manager, have general and active management of the business name of the Company and shall see that all orders and resolutions by the President or other Officer, or as to the authority of the Manager are carried into effect. The president shall have President or other Officer in executing the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Companysame.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Pepco Holdings Inc)
Officers. (a) The Manager may appoint Subject to this Section 5.15, the Board of Directors shall elect the officers of the Company. Initially, the officers of the Company at any time(collectively, the “Officers”) shall consist of (i) a Chief Executive Officer, (ii) a President, (iii) a Chief Financial Officer, (iv) a Chief Accounting Officer and (v) a Secretary, each as identified below. All Officers shall have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Section 5.15. Any number of offices may be held by the same Person, unless otherwise prohibited by applicable law or this Agreement. The officers Officers of the Company need not be Members or Directors of the Company. In furtherance of the foregoing, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ is and shall continue to be the Chief Executive Officer, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ is and shall continue to be the President, ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ is and shall continue to be the Chief Financial Officer and Secretary and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ is and shall continue to be the Chief Accounting Officer, in each case, of the Company, if deemed necessary unless and until their successors shall have been duly elected and qualified or until their death, resignation or removal. The Officers of the Company shall, subject to the oversight of the Board of Directors, have those duties and responsibilities as may be prescribed by the Manager may include a presidentBoard of Directors or this Agreement, one or more vice presidents, secretary and one or more assistant secretaries, and chief financial officer (and one or more assistant treasurers). Any individual may hold any number of offices. The officers shall exercise such powers and perform such duties as specified in this Agreement and as shall be determined from time to time by the Manager.
(b) Subject to the rights, if any, of an officer under a contract of employment, any officer may be removed, either with or without cause, by the Manager at time. At any time, the Board of Directors may elect or otherwise designate any other officer of the Company, with such duties, responsibilities or obligations as the Board of Directors may determine or prescribe. Any officer Officer of the Company may resign at any time by giving written upon notice of such resignation to the Company. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; andSubject to this Section 5.15, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party. A newly created office and a vacancy in any office because of death, resignationresignation or removal may be filled by the Board of Directors.
(b) Notwithstanding anything to the contrary contained in this Agreement, removaleach Officer of the Company is hereby authorized, disqualification without the vote, act or approval of the Member, the Board of Directors or any other cause shall be filled in the manner prescribed in this Agreement for regular appointments to that office.
(c) The president shall be the chief executive officer person or entity, on behalf of the Company, in its discretion, (i) to prepare, execute and shallfile with the Commission, subject in each case on behalf of the Company, (a) a Registration Statement on Form S-l (the “1933 Act Registration Statement”), including any pre-effective or post-effective amendments thereto, relating to the control registration of Common Shares under the Securities Act of 1933, as amended (the “Securities Act”), (b) a Registration Statement filed pursuant to Rule 462(b) under the Securities Act (the “462(b) Registration Statement” and, together with the 1933 Act Registration Statement, the “Registration Statements”), including any amendments thereto, relating to the registration of Common Shares under the Securities Act, and (c) a Registration Statement on Form 8-A (the “1934 Act Registration Statement”), including any pre-effective or post-effective amendments thereto, relating to the registration of Common Shares under Sections 12(b) or (g) of the ManagerSecurities Exchange Act of 1934, have general as amended (the “Exchange Act”) and active management (d) any report or filing required to be filed or submitted to the Commission pursuant to the Exchange Act or any of the rules and regulations of the Commission, including, without limitation, any filings on Form 8-K, Form 10-Q, Form 10-K, Schedule 13D or Schedule 13G, including any amendments thereto, (ii) to prepare and file with the Nasdaq Global Market and/or any other securities exchange and execute, in each case on behalf of the Company, a listing application and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause the Common Shares to be listed or approved for listing on the Nasdaq Global Market and/or any other securities exchange as such Officer may determine to be necessary or desirable, such determination to be conclusively evidenced by the application thereof, (iii) to prepare, execute and file, in each case on behalf of the Company, such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be necessary or desirable to register Common Shares under the securities or “blue sky” laws of such jurisdictions as such Officer may determine to be necessary or desirable, such determination to be conclusively evidenced by the application thereof, (iv) to select underwriters or other placement agents relating to the public offering or any issuance of Common Shares pursuant to the Registration Statements as such Officer may determine to be necessary or desirable, such determination to be conclusively evidenced by the selection thereof, (v) to negotiate the terms of, and execute on behalf of the Company, any underwriting agreements, purchase agreements or other agreements relating to the public offering or any issuance of Common Shares pursuant to the Registration Statements as such Officer may determine to be necessary or desirable, such determination to be conclusively evidenced by the agreement thereof, (vi) to engage any agents or other entities, including transfer agents, escrow agents, settlement agents or other agents, necessary to effect the public offering or issuance of Common Shares pursuant to the Registration Statements as such Officer may determine to be necessary or desirable, such determination to be conclusively evidenced by the engagement of such agent thereof, (vii) to execute and deliver, in each case on behalf of the Company, such certifications or reports required by the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002, as amended, from time to time as may be necessary or proper to the conduct of the business of the Company and shall see that all orders and resolutions Company, (viii) to issue Common Shares on a private placement basis to any Person, (ix) to pay any filing, application or other fees associated with any of the Manager are carried into effect. The president shall have foregoing actions, including those to the general powers and duties Commission, the National Association of management usually vested in the office of president of a corporationSecurities Dealers, any securities exchange, any agents or any other Person, and shall have such other powers (x) to negotiate the terms of, and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal on behalf of the Company, except where required or permitted by law such agreements, documents and certificates, and to do such other acts and things as such Officer may determine to be otherwise signed and executednecessary or desirable, and except where the signing and execution thereof shall such determination to be expressly delegated conclusively evidenced by the Manager agreements, documents and certificate so executed thereof in order to some other officer or agent (A) give effect to any of the Company.
foregoing actions, (dB) The vice-presidentin connection with the public offering, private offering or if there shall be more than one, any future issuance of Common Shares or (C) carry out the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions intent of the Company, including accounts any documents or agreements relating to the payment or reimbursement of its assetsany costs, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody fees or expenses relating to any of the funds foregoing. For the avoidance of doubt, it is hereby acknowledged and securities of the Companyagreed that in connection with any execution, and shall keep full and accurate accounts of receipts and disbursements filing or document referred to in books belonging to the Companyclauses (i) through (x) above, and shall deposit all moneys and other valuable effects in the name and to the credit any Officer acting singly is authorized on behalf of the Company in to file and execute such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Companydocument.
Appears in 1 contract
Sources: Operating Agreement (Atlas Industries Holdings LLC)
Officers. (a) The Manager Board of Directors may appoint officers of the Company at any from time to time. The officers of the Company, if deemed necessary by the Manager including a Chief Executive Officer, President, Secretary, Treasurer and may include a president, appoint one or more vice presidents, secretary and Vice Presidents (which may include one or more assistant secretariesExecutive Vice Presidents or Senior Vice Presidents), Assistant Secretaries, Assistant Treasurers, Controller or Assistant Controller and such other directors and agents as it shall deem necessary, and chief financial officer (may define their powers and one or more assistant treasurers)duties. Any individual may hold any number of offices. The officers shall exercise such powers and perform such duties as specified in this Agreement and as shall offices may be determined from time to time held by the Managersame person.
(b) Subject to the rights, if any, of an officer under a contract of employment, any officer Each Officer shall hold office until his or her successors are chosen and qualify.
(c) Any Officer may be removed, either with or without cause, by the Manager at any time. , by the Board of Directors.
(d) Any officer Officer may resign at any time by giving written notice to the CompanyBoard of Directors or the Secretary. Any Such resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; therein, and, unless otherwise specified in that noticetherein, the acceptance of the such resignation shall not be necessary to make it effective. Any resignation is without prejudice to .
(e) If the rights, if any, office of the Company under any contract to which the officer is a party. A vacancy in any office because Officer becomes vacant by reason of death, resignation, removalretirement, disqualification disqualification, removal from office or any other cause otherwise, the Board of Directors may choose a successor, who shall be filled hold office for the unexpired term in the manner prescribed in this Agreement for regular appointments to that officerespect of which such vacancy occurred.
(cf) The president Chief Executive Officer or President of the Company shall be exercise the powers and perform the duties usual to the chief executive officer of the Company, and shalland, subject to the control of the ManagerDirector(s), shall have general management and active management control of the affairs and business of the Company; shall appoint and discharge employees and agents of the Company (other than Directors appointed by the Member) and fix their compensation; and he/she shall see that all orders and resolutions of the Manager Member are carried into effect. The president effect shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall power to execute bonds, mortgages and other contracts requiring a sealcontracts, under the seal agreements and instruments of the Company, except where required or permitted by law ; and shall do and perform such other duties as from time to time may be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated fixed by the Manager to some other officer or agent of the CompanyMember.
(dg) The vice-presidentVice President or Vice Presidents shall do and perform such other duties as the Board of Directors or President shall direct and, or if there shall be more than one, subject to the vice-presidents in control of the order determined by the ManagerDirectors, shall, in the absence or disability of the presidentPresident, perform the duties and exercise all of the powers and duties of the president President to the extent specified by the Directors. Any Vice President shall have the power to execute bonds, notes, mortgages, and other contracts, agreements and instruments of the Company.
(h) The Secretary shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the ManagerDirectors from time to time. The secretary Secretary shall have custody and be the custodian of the sealbooks, if anyrecords, and papers of the Company (other than financial) and the Secretary shall have authority to affix the same to any instrument requiring itsee that all books, reports, statements, certificates and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be and records required under the Act. The secretary shall perform such other duties by law are properly kept and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporationfiled.
(fi) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer Treasurer shall have the custody of the Company funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, Company and shall deposit all moneys moneys, and other valuable effects in the name and to the credit of the Company Company, in such depositories deposit as may be designated by the ManagerBoard of Directors or Member. The chief financial officer He or she shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform Member or the Board of Directors, taking proper vouchers for such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporationdisbursements, and shall be render to the chief Member or Board of Directors whenever they may require it, an account of all his transactions as Treasurer and of the financial and accounting officer condition of the Company.
(j) The Officers of the Company shall be agents of the Company for the purpose of its business including, as appropriate, the execution in the name of the Company of any instrument for apparently carrying on the business of the Company in the ordinary course or for what they may be authorized by the Directors.
Appears in 1 contract
Sources: Operating Agreement (Tops PT, LLC)
Officers. (a) The Manager may appoint Board may, from time to time, designate one or more Persons to be officers of the Company at any time(each, an “Officer”). The officers No Officer need be a resident of the CompanyState of Delaware, if deemed necessary by the Manager may include a president, one Member or more vice presidents, secretary and one or more assistant secretaries, and chief financial officer (and one or more assistant treasurers)a Manager. Any individual may hold any number of offices. The officers Officers so designated shall exercise have such powers and authority to perform such duties as specified in this Agreement and as shall be determined the Board may, from time to time, delegate to them. The Board may assign titles to particular Officers. The Officers of the Company shall report to the Board as requested from time to time. Unless the Board decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporation Law (or any successor statute), the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office, subject to the Board’s oversight and any specific delegation of authority and duties made to such Officer by the ManagerBoard under this Section 6.9(a) and the other terms and provisions hereof, including Section 6.7 hereof. Each Officer shall hold office until his successor is duly designated and qualified or until his death or until he resigns or has been removed in the manner hereinafter provided. Any number of offices may be held by the same person. No Officer shall be employed by the Company.
(b) Subject Any Officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Board. The acceptance of a resignation shall not be necessary to make it effective, unless expressly so provided in the rights, if any, of an officer under a contract of employment, any officer resignation. Any Officer may be removedremoved as such, either with or without cause, by the Manager at any time. Any officer may resign at any time by giving written notice to the Company. Any resignation Board; provided, however, that such removal shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the contract rights, if any, of the Company under any Person so removed. Designation of an Officer shall not of itself create contract to which the officer is a partyrights. A Any vacancy occurring in any office because of death, resignation, removal, disqualification or any other cause shall the Company may be filled in by the manner prescribed in this Agreement for regular appointments to that officeBoard.
(c) The president shall be the chief executive officer of the Company, and shall, subject to the control of the Manager, have general and active management of the business initial Officers of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Companylisted on Exhibit 6.9(c).
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Piedmont Natural Gas Co Inc)
Officers. (a) The Manager Managing Member may appoint delegate all or any portion of its power and authority (subject to the terms of this Agreement) to officers of the Company appointed by the Managing Member to serve under the direction of the Managing Member. Each officer so appointed shall hold office for such term as is designated by, or otherwise at any timethe pleasure of, the Managing Member.
(b) The Managing Member hereby appoints M▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, as President, D▇▇▇▇ ▇▇▇▇▇▇▇ as Vice President, and J▇▇▇▇▇ ▇. The officers ▇▇▇▇▇▇▇▇ as Vice President of the Company, if deemed necessary to serve as President and Vice Presidents, respectively, in accordance with this Section 4.09 until such time as the authority hereby granted is revoked by the Manager may include a president, one or more vice presidents, secretary and one or more assistant secretariesManaging Member, and chief financial officer hereby authorizes the President and Vice Presidents of the Company as follows:
(I) The President shall have active, executive management of the operations of the Company, subject, however, to the terms of this Agreement governing the Company. In general, the President shall perform all duties incident to the office of President and one such other duties as the Managing Member may from time to time assign to him, whether pursuant to written directions, resolutions or more assistant treasurers). Any individual may hold any number of offices. The officers otherwise.
(II) Each Vice President shall exercise have such powers and perform such duties as specified in this Agreement and as shall be determined the Managing Member of the Company may from time to time by prescribe or as the ManagerPresident may from time to time delegate to him or her. At the request of the President, any Vice President may temporarily act in his place.
(bIII) Subject The signed statement of the President or any Vice President reciting that he or she has authority to take any action, as to any third party, will be conclusive evidence of the rights, if any, power and authority of an officer under a contract of employment, any officer may be removed, either with the President or without cause, by the Manager at any time. Vice President to take that action.
(IV) Any officer may resign at any time by giving written notice to the Managing Member of the Company. Any such resignation shall take effect at the date of the receipt of that such notice or at any later time specified in that notice; and, therein and unless otherwise specified in that noticetherein, the acceptance of the such resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in this Agreement for regular appointments to that office.
(c) The president shall be the chief executive officer of the Company, and shall, subject to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.
Appears in 1 contract
Sources: Limited Liability Company Operating Agreement (Lightstone Real Estate Income Trust Inc.)
Officers. (a) The Manager From time to time, the Managing Member may appoint officers of the Company at any time. The elect persons as officers of the Company, if deemed necessary by the Manager may include including, but not limited to, a president, one or more a secretary, a treasurer, a chief financial officer and such vice presidents, secretary assistant secretaries and one or more assistant secretaries, and chief financial officer (and one or more assistant treasurers)treasurers as the Managing Member may deem desirable. Any individual may hold any number of offices. The officers shall exercise such powers and perform such duties as specified in this Agreement and as shall be determined from time to time by the ManagerManaging Member.
(b) Subject to the rights, if any, of an officer under a contract of employment, any officer may be removed, either with or without cause, by the Manager Managing Member at any time. Any officer may resign at any time by giving written notice to the Company. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in by the manner prescribed in this Agreement for regular appointments to that officeManaging Member.
(c) The president shall be the chief executive officer of the Company, and shall, subject to the control of the ManagerManaging Member, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager Managing Member are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager the Managing Member or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager Managing Member to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, Members and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the ManagerManaging Member. The secretary shall have custody of the seal, if any, of the Company and the Secretary secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he be attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office office, or at the office of the Company’s 's transfer agent or registrar, as determined by the ManagerManaging Member, all documents described in Section 11.01 11.1 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time as determined by the ManagerManaging Member. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(fe) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company InterestsUnits. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the ManagerManaging Member. The chief financial officer shall disburse the funds of the Company as may be ordered by the ManagerManaging Member. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement or from time to time as determined by the ManagerManaging Member. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.
Appears in 1 contract
Sources: Limited Liability Company Agreement (InSight Imaging Services Corp.)
Officers. (ai) The Manager may appoint officers of the Company at any time. The officers of the CompanyLLC shall consist of (A) the President, (B) a Vice President of Sales, (C) a Vice President of Manufacturing, (D) a Chief Financial Officer and such other officers with such other titles as the Board of Managers may determine; provided, however, that, if deemed necessary by the Manager may include Board of Managers so determine to establish any such other officer position with a presidenttitle customarily used in corporations organized and existing under the Delaware General Corporation Law, one or more vice presidentssuch officer shall, secretary to the maximum extent possible, have the duties and one or more assistant secretaries, and chief financial responsibilities associated with such officer (and one or more assistant treasurers). Any individual may hold any number of offices. The officers shall exercise position in such powers and perform such duties as specified in this Agreement and as shall be determined from time to time by the Managercorporations.
(bii) Subject The President shall be the Chief Executive Officer of the LLC and have general charge and supervision of the business and affairs of the LLC. ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ shall serve as the initial President of the LLC. The President shall be appointed by the Board of Managers.
(iii) No officer need be a Member or a Manager. Any two or more offices may be held by the same individual. All officers other than the President shall be appointed by the President of the LLC, subject to the rightsapproval of the Board of Managers.
(iv) Except as otherwise provided by law or by this Agreement, if anyeach officer shall hold office until his death, resignation or removal, unless a different term is specified in the action of an the Board of Managers designating such officer. Any officer under a contract of employmentmay resign by delivering his written resignation to the President, any officer Manager, or each Member. Such resignation shall be effective upon receipt unless it is specified to be effective at some other time or upon the happening of some other event. Any officer, including the President, may be removedremoved at any time, either with or without cause, by the Manager at any time. Any officer may resign at any time by giving written notice to the Company. Any resignation shall take effect at the date action of the receipt Board of that notice Managers.
(v) Except as the Board of Managers may otherwise determine, no officer who resigns or at is removed shall have any later time specified in that notice; andright to any compensation as an officer for any period following his resignation or removal, or any right to damages on account of such removal, whether his compensation be by the month or by the year or otherwise, unless otherwise specified such compensation is expressly provided in that notice, a duly authorized written agreement with the acceptance LLC.
(vi) Any vacancy occurring for any reason in the offices set forth in clauses (A) through (D) of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause paragraph (i) above shall be filled in by the manner prescribed in this Agreement for regular appointments to that office.
(c) The president shall be the chief executive officer Board of the Company, and shall, subject to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effectManagers as promptly as practicable. The president shall have the general powers and duties Board of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shallManagers may, in the absence their mutual discretion, fill any vacancy occurring in any other office for any reason or disability of the president, perform the duties and exercise the powers of the president and shall perform leave such other duties and have vacancy unfilled for such other powers period as the Manager they may from time to time prescribedetermine.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Casella Waste Systems Inc)
Officers. (a) The Manager Managing Member may appoint officers appoint, employ or otherwise contract with any Person for the transaction of the business of the Company at any time. The officers or the performance of services for or on behalf of the Company, if deemed necessary and the Managing Member may delegate to any such Persons such authority to act on behalf of the Company as the Managing Member may from time to time deem appropriate.
(b) The initial president and chief executive officer of the Company (the “President and Chief Executive Officer”) will be S▇▇▇▇ ▇▇▇▇▇▇.
(c) Except as otherwise set forth herein, the President and Chief Executive Officer will be responsible for the general and active management of the business of the Company and its Subsidiaries and will see that all orders of the Managing Member are carried into effect. The President and Chief Executive Officer will report to the Managing Member and have the general powers and duties of management usually vested in the office of president and chief executive officer of a corporation organized under the DGCL, subject to the terms of this Agreement, and will have such other powers and duties as may be prescribed by the Manager Managing Member or this Agreement. The President and Chief Executive Officer will have the power to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by Law to be otherwise signed and executed, and except where the signing and execution thereof will be expressly delegated by the Managing Member to some other Officer or agent of the Company.
(d) Except as set forth herein, the Managing Member may appoint Officers at any time, and the Officers may include a president, one or more vice presidents, secretary and a secretary, one or more assistant secretaries, and a chief financial officer (and officer, a general counsel, a treasurer, one or more assistant treasurers), a chief operating officer, an executive chairman, and any other officers that the Managing Member deems appropriate. Except as set forth herein, the Officers will serve at the pleasure of the Managing Member, subject to all rights, if any, of such Officer under any contract of employment. Any individual may hold any number of offices, and an Officer may, but need not, be a Member of the Company. The officers shall Officers will exercise such powers and perform such duties as specified in this Agreement and or as shall be determined from time to time by the ManagerManaging Member.
(be) Subject to this Agreement and to the rights, if any, of an officer Officer under a contract of employment, any officer Officer may be removed, either with or without cause, by the Manager at any timeManaging Member. Any officer Officer may resign at any time by giving written notice to the CompanyManaging Member. Any resignation shall will take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall will not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer Officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall will be filled in the manner prescribed in this Agreement for regular appointments to that office.
(c) The president shall be the chief executive officer of the Company, and shall, subject to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.
Appears in 1 contract
Sources: Limited Liability Company Operating Agreement (Cactus, Inc.)
Officers. (a) 24.1 The Manager may appoint officers of the Company at any time. The officers shall be appointed by the Board of Directors and shall include a Chairman of the CompanyBoard, if deemed necessary by the Manager a Chief Executive Officer, a President, a Secretary and a Treasurer and may also include a president, one or more vice presidentsVice Chairmen, secretary Senior and one or more assistant secretariesExecutive Vice Presidents and Vice Presidents, Assistant Secretaries and chief financial officer (and one or more assistant treasurers). Any individual may hold any number of officesAssistant Treasurers. The Board of Directors may also choose such other officers and agents as it shall deem necessary or desirable and such persons shall hold their offices for such terms and shall exercise such powers and perform such duties as specified in this Agreement and as shall be determined by the Board of Directors from time to time time. Two or more offices may be held by the Manager.
(b) Subject to same person. None of the rightsofficers other than the Chairman of the Board need be a Director of the Company, if any, and none of the officers need be a Shareholder of the Company. No officer shall be prevented from receiving compensation as an officer under by reason of his also being a contract Director. The officers of employmentthe Company shall hold office until their successors are elected or appointed and qualified, any or until their earlier death, resignation, retirement, disqualification or removal. Any officer elected or appointed by the Board of Directors may be removed, either removed at any time with or without cause, cause by the Manager at Board of Directors, provided, however that until the third anniversary of the date these Articles are adopted, a vote of two-thirds of the whole Board of Directors shall be required (i) to remove the Chairman of the Board, the Chief Executive Officer or the President, and (ii) to authorize any timemodification, amendment or termination of (A) the employment agreement dated August 31, 2001 between the Company and Robert E. Rose or (B) the employment agreement dated August 31, 20▇▇ ▇▇▇▇▇▇▇ ▇▇▇ Company and C. Stedman Garber. Any officer may resign at any time by giving written notice to the wr▇▇▇▇▇ ▇▇▇▇c▇ ▇▇ ▇he Company. Any such resignation shall take effect at the date of the receipt of that such notice or at any later such other time specified in that notice; andtherein, and unless otherwise specified in that noticetherein, the acceptance of the such resignation shall not be necessary to make it effective. Election or appointment of an officer shall not of itself create contract rights.
24.2 Any resignation is without prejudice to the rights, if any, provision of the Company under any contract Statute or the Articles requiring or authorizing a thing to which be done by a Director and an officer shall not be satisfied by its being done by the officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled one person acting in the manner prescribed in this Agreement for regular appointments to that officedual capacity of Director and officer.
(c) The president shall be the chief executive officer of the Company, and shall, subject to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.
Appears in 1 contract
Sources: Agreement and Plan of Merger (Santa Fe International Corp/)
Officers. (a) The Manager may appoint Subject to the policies and guidelines adopted by the Board and the other restrictions set forth in this Agreement, the officers of the Company at any time. The officers (the “Officers”) shall manage, control and oversee the day-to-day business and affairs of the Company and shall perform all other acts as are customary or incident to the management of such business and affairs, which will include the general and administrative affairs of the Company and the operation and maintenance of the Company’s assets in accordance with Annual Budget, if deemed necessary by in each case, in accordance with the Manager may include a president, one or more vice presidents, secretary and one or more assistant secretaries, and chief financial officer (and one or more assistant treasurers). Any individual may hold any number terms of offices. The officers shall exercise such powers and perform such duties as specified in this Agreement and as instructions of the Board. The initial Officers shall be determined (i) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as President, (ii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ as Vice President and Secretary and (iii) ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as Vice President and Treasurer. Thereafter, the Board may appoint such additional Officers, having such power and authority and performing such duties, as may be specified from time to time by the ManagerBoard. Such Officers have such power and authority to sign documents for and otherwise bind the Company as may be authorized by the Board; provided, that no Officer shall take any action expressly reserved by this Agreement to the Members or the Board, including those matters set forth in Section 7.6. Any Officer may be removed, with or without cause, at any time by the Board in its sole discretion.
(b) The Board may, from time to time, in its sole discretion, delegate to any Person (including any Member or Officer) such authority and powers to act on behalf of the Company as it shall deem advisable in its discretion, provided, that the Board may not delegate any action expressly reserved to Members, including those matters set forth in Section 7.6. Any delegation pursuant to this paragraph may be revoked at any time and for any reason or no reason by the Board in its sole discretion.
(c) Subject to the rightsterms set forth in this Agreement, if any, of an officer under a contract of employment, any officer may each Officer shall hold office until his or her successor shall be removed, either with duly designated and qualified or without cause, until his or her death or until he or she shall resign or shall have been removed by the Manager Board. Any Officer may resign as such at any time. Any officer may resign at any time by giving Such resignation shall be made in a written notice to the Company. Any resignation Board and shall take effect at the date of the receipt of that notice or at any later time specified in that notice; andtherein, unless otherwise specified in that noticeor if no time is specified, at the time of its receipt by the Board. The acceptance of the a resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled unless expressly so provided in the manner prescribed in this Agreement for regular appointments to that officeresignation.
(c) The president shall be the chief executive officer of the Company, and shall, subject to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Lands' End, Inc.)
Officers. (a) The Manager may appoint Subject to this Section 5.14, the Board of Directors shall elect the officers of the Company. Initially, the officers of the Company at any timeshall consist of a Chief Executive Officer and Chief Financial Officer, as identified below. All officers elected by the Board of Directors shall have such powers and duties as generally pertain to their respective offices, subject to the specific provisions of this Section 5.14. Such officers shall also have powers and duties as from time to time may be conferred by the Board of Directors. Any number of offices may be held by the same Person, unless otherwise prohibited by applicable law or this Agreement. The officers of the Company need not be members or directors of the Company. In furtherance of the foregoing, if deemed necessary I. J▇▇▇▇▇ ▇▇▇▇▇▇▇ shall be the Chief Executive Officer and J▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ shall be the Chief Financial Officer of the Company unless and until their successors shall have been duly elected and qualified or until their death, resignation or removal. The Chief Executive Officer and the Chief Financial Officer of the Company shall, subject to the oversight of the Board of Directors, have those duties and responsibilities as may be prescribed by the Manager may include a presidentBoard of Directors or this Agreement, one or more vice presidents, secretary and one or more assistant secretaries, and chief financial officer (and one or more assistant treasurers). Any individual may hold any number of offices. The officers shall exercise such powers and perform such duties as specified in this Agreement and as shall be determined from time to time by the Manager.
(b) Subject to the rights, if any, of an officer under a contract of employment, any officer may be removed, either with or without cause, by the Manager at any time. Any officer of the Company may resign at any time by giving written upon notice of such resignation to the Company. Any resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; andSubject to this Section 5.14, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party. A newly created office and a vacancy in any office because of death, resignationresignation or removal may be filled by the Board of Directors.
(b) Notwithstanding anything to the contrary contained in this Agreement, removaleach officer of the Company is hereby authorized, disqualification without the vote, act or approval of the Member, the Board of Directors or any other cause shall be filled in the manner prescribed in this Agreement for regular appointments to that office.
(c) The president shall be the chief executive officer person or entity, on behalf of the Company, in its discretion, (i) to prepare and shallfile with the Securities and Exchange Commission (the “Commission”) and execute, subject in each case on behalf of the Company, (a) a Registration Statement on Form S-l (the “1933 Act Registration Statement”), including any pre-effective or post- effective amendments thereto, relating to the control registration of any Interests under the Securities Act of 1933, as amended (the “Securities Act”), (b) a Registration Statement filed pursuant to Rule 462(b) under the Securities Act (the “462(b) Registration Statement” and, together with the 1933 Act Registration Statement, the “Registration Statements”), including any amendments thereto, relating to the registration of any Interests under the Securities Act and (c) a Registration Statement on Form 8-A (the “1934 Act Registration Statement”), including any pre-effective or post-effective amendments thereto, relating to the registration of any Interests under Section 12(b) or (g) of the ManagerSecurities Exchange Act of 1934, have general as amended, (ii) to prepare and active management file with the Nasdaq National Market and/or any other securities exchange and execute, in each case on behalf of the Company, a listing application and all other applications, statements, certificates, agreements and other instruments as shall be necessary or desirable to cause any Interests to be listed on the Nasdaq National Market and/or any other securities exchange, (iii) to prepare and file and execute, in each case on behalf of the Company, such applications, reports, surety bonds, irrevocable consents, appointments of attorney for service of process and other papers and documents as shall be necessary or desirable to register any Interests under the securities or “blue sky” laws of such jurisdictions as any officer may deem necessary or desirable, (iv) to select underwriters or other placement agents relating to the public offering or any issuance of any Interests pursuant to the Registration Statements, (v) to negotiate the terms of, and execute on behalf of the Company, any underwriting agreements, purchase agreements or other agreements relating to the public offering or any issuance of any Interests pursuant to the Registration Statements, (vi) to engage any agents or other entities necessary to effect the public offering or issuance of any Interests pursuant to the Registration Statements., (vii) to execute and deliver, in each case on behalf of the Company, such certifications or reports required by the S▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 from time to time as may be necessary or proper to the conduct of the business of the Company and shall see that all orders and resolutions Company, (viii) to issue any Interests on a private placement basis to any Person, (ix) to establish, create or otherwise sponsor a statutory trust (a “Trust”) under Chapter 38 of Title 12 of the Manager are carried into effect. The president shall have Delaware Code, 12 Del.C. Section 3801, et seq., (x) to empower the general Trust with such rights, powers and duties privileges as any officer may deem necessary or advisable, including to empower the Trust to undertake or perform any action permitted by this paragraph (b) on behalf of management usually vested in the office Trust, (xi) to pay any filing, application or other fees associated with any of president the foregoing actions, including those to the Commission, the National Association of a corporationSecurities Dealers, any securities exchange, any agents or any other Person, and shall have such other powers (xii) to negotiate the terms of, and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal on behalf of the Company, except where required or permitted by law such agreements, documents and certificates, and to do such other acts and things as any officer may deem to be otherwise signed necessary or advisable in order to (x) give effect to any of the foregoing actions, (y) in connection with the public offering or any future issuance of any Interests or (z) carry out the purpose and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent intent of the Company.
. For the avoidance of doubt, it is hereby acknowledged and agreed that in connection with any execution, filing or document referred to in clauses (di) The vice-president— (xii) above, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, any officer singly is authorized on behalf of the Company to file and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office execute such document on behalf of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporationTrust.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.
Appears in 1 contract
Officers. (a) The Manager may appoint officers Officers of the Company at any time. The officers of the Company, if deemed necessary may be elected by the Manager Board and may include consist of a president, one or more vice vice-presidents, secretary and one or more assistant secretariesa treasurer, a secretary, and chief financial officer (such other officers and one assistant officers as may be deemed necessary or more assistant treasurers)desirable by the Board. Any individual may hold any number of offices. The officers shall exercise such powers and perform such duties as specified in this Agreement and as shall offices may be determined from time to time held by the Managersame person. In its discretion, the Board may choose not to fill any office for any period as it may deem advisable.
(b) Subject to Each Officer shall hold office until a successor is duly elected and qualified or until his or her earlier death, resignation or removal as hereinafter provided.
(c) Any Officer or agent elected by the rights, if any, of an officer under a contract of employment, any officer Board may be removed, either with or without cause, removed by the Manager at any time. Any officer may resign at any time by giving written notice to Board whenever in its judgment the Company. Any resignation shall take effect at the date best interests of the receipt of that notice or at any later time specified in that notice; andCompany would be served thereby, unless otherwise specified in that notice, the acceptance of the resignation but such removal shall not be necessary to make it effective. Any resignation is without prejudice to the contract rights, if any, of the Company under any contract to which the officer is a party. A person so removed.
(d) Any vacancy occurring in any office because of death, resignation, removal, disqualification or any other cause shall otherwise, may be filled by the Board for the unexpired portion of the term by the Board then in the manner prescribed in this Agreement for regular appointments to that office.
(ce) Compensation of all Officers shall be fixed by the Board, and no Officer shall be prevented from receiving such compensation by virtue of his or her also being a Manager.
(f) The president shall be the chief senior-most executive officer of the Company and shall have the powers and perform the duties incident to that position. Subject to the powers and direction of the Board, he or she shall be in the general and active charge of the entire business and affairs of the Company, and shall, subject to the control shall be its chief policy making officer. He or she shall preside at all meetings of the Manager, have general Board and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, Members and shall have such other powers and perform such other duties as may be prescribed by a Manager the Board or provided in this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(dg) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the ManagerBoard, shall, in the absence or disability of the president, act with all of the powers and be subject to all the restrictions of the president. The vice-presidents shall also perform such other duties and have such other powers as the Board, the president or this Agreement may, from time to time, prescribe.
(h) The secretary shall attend all meetings of the Board, all meetings of the committees thereof and all meetings of the Members and record all the proceedings of the meetings in a book or books to be kept for that purpose. Under the president’s supervision, the secretary shall give, or cause to be given, all notices of Board or Board committee meetings and shall have such powers and perform such duties as the Board, the president or this Agreement may, from time to time, prescribe. The assistant secretary, or if there be more than one, the assistant secretaries in the order determined by the Board, shall, in the absence or disability of the secretary, perform the duties and exercise the powers of the president secretary and shall perform such other duties and have such other powers as the Manager may Board, the chief executive officer, the president, or secretary may, from time to time time, prescribe.
(ei) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer treasurer shall have the custody of the corporate funds and securities of the Company, and securities; shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and : shall deposit all moneys monies and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the ManagerBoard; shall cause the funds of the Company to be disbursed when such disbursements have been duly authorized, taking proper vouchers for such disbursements; and shall render to the president and the Board, at its regular meeting or when the Board so requires, an account of the Company; shall have such powers and perform such duties as the Board, the president or these by-laws may, from time to time, prescribe. The chief financial officer assistant treasurer, or if there shall be more than one, the assistant treasurers in the order determined by the Board, shall in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer. The assistant treasurers shall perform such other duties and have such other powers as the Board, the president or treasurer may, from time to time, prescribe.
(j) Officers, assistant officers and agents, if any, other than those whose duties are provided for in these by-laws, shall have such other responsibility authority and authority perform such duties as may be prescribed elsewhere in this Agreement from time to time be prescribed by resolution of the Board.
(k) In the case of the absence or disability of any Officer of the Company and of any person hereby authorized to act in such Officer’s place during such Officer’s absence or disability, the Board may by resolution delegate the powers and duties of such Officer to any other Officer or to any director, or to any other person whom it may select.
(l) The Officers, in the performance of their duties as such, shall owe to the Company duties of loyalty and due care of the type owed by the Manager. The chief financial officer shall have the general duties, powers and responsibilities officers of a chief financial officer of a corporation, corporation to such corporation and shall be its stockholders under the chief financial and accounting officer laws of the CompanyState of Delaware.
Appears in 1 contract
Sources: Limited Liability Company Agreement (PRETIUM CANADA Co)
Officers. (a) The Manager may appoint officers Board of the Company at any Managers may, from time to time. The , designate one or more persons to be officers of the Company, if deemed necessary by . No officer need be a resident of the Manager may include State of Delaware or a president, one or more vice presidents, secretary and one or more assistant secretaries, and chief financial officer (and one or more assistant treasurers)Member. Any individual may hold any number of offices. The such officers so designated shall exercise have such powers authority and perform such duties as specified in the Board of Managers may, from time to time, delegate to them. The Board of Managers may assign titles to particular officers. Unless the Board of Managers decides otherwise, if the title is one commonly used for officers of a business corporation formed under the Delaware General Corporate Law (or any successor statute), the assignment of such title shall constitute the delegation to such officer of the authority and duties that are normally associated with that office, subject to any specific delegation of authority and duties made to such officer by the Board of Managers pursuant to this Agreement Section 5.8 and as the other terms and provisions hereof. Each officer shall hold office until his successor shall be determined duly designated and shall qualify or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Any number of offices may be held by the 12111833.11 same person. The salaries or other compensation, if any, of the officers of the Company shall be fixed from time to time by the ManagerBoard of Managers.
(b) Subject to Any officer may resign as such at any time. Such resignation shall be made in writing and shall take effect at the rightstime specified therein or, if anyno time be specified, at the time of an officer under its receipt by the Board of Managers. The acceptance of a contract of employmentresignation shall not be necessary to make it effective, any unless expressly so provided in the resignation. Any officer may be removedremoved as such, either with or without cause, by the Manager at any time. Any officer may resign at any time by giving written notice to the Company. Any resignation Board of Managers; provided, however, that such removal shall take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the contract rights, if any, of the Company under any person so removed. Designation of an officer shall not of itself create contract to which the officer is a partyrights. A Any vacancy occurring in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in this Agreement for regular appointments to that office.
(c) The president shall be the chief executive officer of the Company, and shall, subject to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated filled by the Manager to some other officer or agent Board of the CompanyManagers.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Par Pacific Holdings, Inc.)
Officers. (a) The Manager may appoint officers appoint, employ or otherwise contract with any Person for the transaction of the business of the Company at any time. The officers or the performance of services for or on behalf of the Company, and the Manager may delegate to any such Persons such authority to act on behalf of the Company as the Manager may from time to time deem appropriate.
(b) Except as otherwise set forth herein, the [President], if deemed necessary appointed by the Manager in its discretion, will be responsible for the general and active management of the business of the Company and its Subsidiaries and will see that all orders of the Manager are carried into effect. The [President] will report to the Manager and have the general powers and duties of management usually vested in the office of [President] of a corporation organized under the DGCL, subject to the terms of this Agreement, and will have such other powers and duties as may be prescribed by the Manager or this Agreement. The [President] will have the power to execute bonds, mortgages and other Contracts requiring a seal, under the seal of the Company, except where required or permitted by Law to be otherwise signed and executed, and except where the signing and execution thereof will be expressly delegated by the Manager to some other Officer or agent of the Company.
(c) Except as set forth herein, the Manager may appoint Officers at any time, and the Officers may include a president, one or more vice presidents, secretary and a secretary, one or more assistant secretaries, and a chief financial officer (and officer, a general counsel, a treasurer, one or more assistant treasurers), a chief operating officer, an executive chairman, and any other officers that the Manager deems appropriate. Except as set forth herein, the Officers will serve at the pleasure of the Manager, subject to all rights, if any, of such Officer under any Contract of employment. Any individual may hold any number of offices, and an Officer may, but need not, be a Member of the Company. The officers shall Officers will exercise such powers and perform such duties as specified in this Agreement and or as shall be determined from time to time by the Manager.
(bd) Subject to the rights, if any, of an officer under a contract of employment, any officer Any Officer may be removed, either with or without cause, by the Manager at any timeManager. Any officer Officer may resign at any time by giving written notice to the CompanyManager. Any resignation shall will take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall will not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract Contract to which the officer Officer is a partyparty or under applicable Law. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall will be filled in the manner prescribed in this Agreement for regular appointments to that office.
(c) The president shall be the chief executive officer of the Company, and shall, subject to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.
Appears in 1 contract
Officers. (a) The Manager Managing Member may appoint officers appoint, employ or otherwise contract with any Person for the transaction of the business of the Company at any time. The officers or the performance of services for or on behalf of the Company, if deemed necessary and the Managing Member may delegate to any such Persons such authority to act on behalf of the Company as the Managing Member may from time to time deem appropriate.
(b) The initial president and chief executive officer of the Company (the “President and Chief Executive Officer”) will be ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇.
(c) Except as otherwise set forth herein, the President and Chief Executive Officer will be responsible for the general and active management of the business of the Company and its Subsidiaries and will see that all orders of the Managing Member are carried into effect. The President and Chief Executive Officer will report to the Managing Member and have the general powers and duties of management usually vested in the office of president and chief executive officer of a corporation organized under the DGCL, subject to the terms of this Agreement, and will have such other powers and duties as may be prescribed by the Manager Managing Member or this Agreement. The President and Chief Executive Officer will have the power to execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by Law to be otherwise signed and executed, and except where the signing and execution thereof will be expressly delegated by the Managing Member to some other Officer or agent of the Company.
(d) Except as set forth herein, the Managing Member may appoint Officers at any time, and the Officers may include a president, one or more vice presidents, secretary and a secretary, one or more assistant secretaries, and a chief financial officer (and officer, a general counsel, a treasurer, one or more assistant treasurers), a chief operating officer, an executive chairman, and any other officers that the Managing Member deems appropriate. Except as set forth herein, the Officers will serve at the pleasure of the Managing Member, subject to all rights, if any, of such Officer under any contract of employment. Any individual may hold any number of offices, and an Officer may, but need not, be a Member of the Company. The officers shall Officers will exercise such powers and perform such duties as specified in this Agreement and or as shall be determined from time to time by the ManagerManaging Member.
(be) Subject to this Agreement and to the rights, if any, of an officer Officer under a contract of employment, any officer Officer may be removed, either with or without cause, by the Manager at any timeManaging Member. Any officer Officer may resign at any time by giving written notice to the CompanyManaging Member. Any resignation shall will take effect at the date of the receipt of that notice or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall will not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer Officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall will be filled in the manner prescribed in this Agreement for regular appointments to that office.
(c) The president shall be the chief executive officer of the Company, and shall, subject to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.
Appears in 1 contract
Sources: Limited Liability Company Agreement (Ranger Energy Services, Inc.)
Officers. (a) The Manager, in his sole and absolute discretion, may delegate his rights and powers to conduct the day-to-day Business and affairs of the Company to one or more Persons who the Manager may appoint elects from time to time as officers of the Company at any time. The officers of (the Company“Officers”), if deemed necessary and such Officers shall have the powers and duties as authorized by the Manager may include a president, one or more vice presidents, secretary and one or more assistant secretaries, and chief financial officer (and one or more assistant treasurers). Any individual may shall hold any number of offices. The officers shall exercise such powers and perform such duties as specified in this Agreement and as shall be determined from time the titles assigned to time them by the Manager.
(b) Subject . If an Officer title assigned to a Person is one commonly used for officers of a business corporation, the rightsassignment of such title shall constitute the delegation of the authority and duties that are normally associated with that office, if any, subject to any specific delegation of an officer under a contract of employment, any officer may be removed, either with or without cause, authority and duties made by the Manager at any timeManager. Any officer may resign at any time by giving written notice to the Company. Any resignation shall take effect at the date of the receipt of that notice The salaries or at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rightsother compensation, if any, of the Company under any contract to which the officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in this Agreement for regular appointments to that office.
(c) The president shall be the chief executive officer of the Company, and shall, subject to the control of the Manager, have general and active management of the business Officers of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or fixed from time to time by the Manager. The secretary A Person may hold more than one office in the Company. Each Officer shall have hold office at the general dutiespleasure of the Manager or until he or she fails to qualify for such position pursuant to the terms hereof, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintaindeath, resignation, or removal with or without cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer An Officer shall disburse not be liable, responsible, or accountable in damages or otherwise to the funds Company or any of its Principals for any act or omission performed or omitted in good faith on behalf of the Company as may and in a manner reasonably believed to be ordered within the scope of the authority granted by this Agreement. Moreover, in addition to the indemnification provisions set forth in Article XI below, the Company shall indemnify and hold harmless (a) each Officer against any loss or damage incurred by the Manager. The chief financial officer shall perform such other duties Officer by reason of any act or omission performed or omitted by the Officer in good faith on behalf of the Company and shall have such other responsibility and in a manner reasonably believed by the Officer to be within the scope of the authority as may be prescribed elsewhere in granted to him by this Agreement from time to time by and in the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer best interests of the CompanyCompany (but not, in any event, for any loss or damage incurred by reason of fraud, bad faith, gross negligence, willful and intentional misconduct). No amendment of this Agreement or repeal of any of its provisions shall limit or eliminate the benefits provided to the Officers under this Section 4.08 with respect to any act or omission which occurred prior to such amendment or repeal.
Appears in 1 contract
Sources: Operating Agreement
Officers. The Board of Managers may select such Officers as it deems necessary or desirable for the effective management of the Company and the pursuit of the Company's business.
(a) The Manager may appoint officers Officers of the Company at any time. The officers of the Company, if deemed necessary by the Manager may include be a presidentPresident, one or more vice presidentsVice-Presidents (the number thereof to be determined by the Board of Managers), secretary a Secretary, and one a Treasurer, and such Assistant Secretaries, Assistant Treasurers or other Officers as may be elected or appointed by the Board of Managers. No officer of the Company may be a Manager of the Company. Any two or more assistant secretaries, and chief financial officer (and one or more assistant treasurers)offices may be held by the same Person. Any individual may hold any number All Officers are agents of offices. The officers the Company shall exercise have such powers express authority and perform such duties in the management of the property and affairs of the Company as specified in this Agreement and may be provided herein, or as shall may be determined by resolution of the Board of Managers not inconsistent with this Agreement, and such implied authority as is recognized by the common law from time to time by the Managertime.
(b) Subject The Officers of the Company may be elected by the Board of Managers, by written action taken and/or meetings held for such purpose. The Board of Managers may create and fill new offices from time to time. An Officer shall hold office until his successor shall have been duly elected and shall have qualified, until his death or until he shall resign or shall have been removed in the rights, if any, manner hereinafter provided. Election or appointment of an officer under a Officer or agent shall not of itself create contract rights.
(c) Any Officer elected or appointed by the Board of employment, any officer Managers may be removed, either with or without cause, removed by the Manager at any time. Any officer may resign at any time by giving written notice to Board of Managers whenever in its judgment the Company. Any resignation shall take effect at the date best interests of the receipt of that notice or at any later time specified in that notice; andCompany would be served thereby, unless otherwise specified in that notice, the acceptance of the resignation but such removal shall not be necessary to make it effective. Any resignation is without prejudice to the contract rights, if any, of the Company under Person so removed. In addition, after the expiration of one year from the date of this Agreement, any contract two (2) Managers at any time shall have the right by written notice to which the other Managers to call for a vote as to whether such officer is a partyshall continue in office. Such vote shall occur within 15 days of the notice. Unless such officer receives the vote of four(4) of the Managers in favor of his continued service such officer shall be removed.
(d) A vacancy in any office because of death, resignation, removal, disqualification disqualification, or any other cause shall otherwise, or because of the creation of an office, may be filled in by the manner prescribed in this Agreement Board of Managers for regular appointments to that officethe unexpired portion of the term.
(ce) The president President shall be the chief principal executive officer of the Company, and shallCompany and, subject to the control of the ManagerBoard of Managers, have general and active management shall generally supervise all of the business and affairs of the Company. He may sign, with the Secretary or any other Officer of the Company and shall see that all orders and resolutions thereunto authorized by the Board of Managers, contracts or other instruments which the Manager are carried into effect. The president shall have the general powers and duties Board of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may Managers has authorized to be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal executed on behalf of the Company, except where required or permitted by law to be otherwise signed and executed, and except in cases where the signing and execution thereof shall be expressly delegated by the Manager Board of Managers or by this Agreement to some other officer Officer or agent of the Company.
(d) The vice-presidentCompany or to the President alone, or if there shall be more than one, required by law to be otherwise signed or executed; and in general shall perform all duties incident to the vice-presidents in the order determined by the Manager, shall, in the absence or disability office of the president, perform the duties President and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the ManagerBoard of Managers from time to time. The secretary President shall have custody of provide monthly updates regarding the seal, if any, financial and business results and issues of the Company and to the Secretary Board of Managers which information shall have authority to affix the same to any instrument requiring itbe prepared in accordance with generally accepted accounting principles consistently applied, and when so affixedshall include an income statement, it may he attested by his or her signature. The secretary shall keepa balance sheet, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrarcash flow statement, as determined by the Manageraccounts receivable aging, all documents described in Section 11.01 sales and gross profit analysis, and such other documents operating data as may be required under the Act. The secretary shall perform such other duties refined and have such other authority as may be prescribed elsewhere in this Agreement or requested from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporationtime.
(f) The chief financial officer shall keep and maintainIn the absence of the President or in the event of his inability or refusal to act, the Vice-President (or in the event there be more than one Vice-President, the Vice-Presidents in the order designated, or cause in the absence of any designation, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Any Vice-President may perform such other duties as from time to time may be kept assigned to him by the President.
(g) The Secretary shall: (a) keep, or supervise and maintainedbe responsible for the keeping of, adequate and correct books the minutes and records of accounts all meetings and official actions of the properties and business transactions Board of Managers in one or more books provided for that purpose; (b) see that all notices of such meetings are duly given or waivers of notice obtained in accordance with the provisions of this Agreement or as required by law; (c) be custodian of the Company, including accounts Company records; (d) keep a register of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer the post office address of each Member which shall be furnished to the Secretary by such Member; (e) have the authority to certify this Agreement and other documents of the Company as true and correct copies thereof; and (f) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the President.
(h) If required by the President, the Treasurer shall give a bond for the faithful discharge of his duties in sum and with such surety or sureties as the President shall determine. He shall: (a) have charge and custody of the and be responsible for all funds and securities of the Company; (b) receive and give receipts for moneys due and payable to the Company from any source whatsoever, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all such moneys and other valuable effects in the name and to the credit of the Company in such banks, trust companies or other depositories as may shall be designated selected by the Manager. The chief financial officer shall disburse President; and (c) in general perform all the funds duties incident to the office of the Company as may be ordered by the Manager. The chief financial officer shall perform Treasurer and such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time may be assigned to him by the ManagerPresident.
(i) The Assistant Treasurers shall respectively, if required by the President, give bonds for the faithful discharge of their duties in such sums and with such sureties as the President shall determine. The chief financial officer Assistant Secretaries and Assistant Treasurers, in general, shall have the general duties, powers perform such duties and responsibilities of a chief financial officer of a corporation, and exercise such authority as shall be assigned or granted to them by the chief financial and accounting officer Secretary or the Treasurer, respectively, or by the President.
(j) The Officers shall receive compensation from the Company, as each is determined by the Board of Managers.
(k) The initial Officers shall be as follows: (A) Davi▇ ▇▇▇▇▇ ▇▇▇ll be the President of the Company.; and (B) Gary ▇▇▇▇▇▇▇▇▇▇ ▇▇▇ll be the Secretary and the Treasurer of the Company
Appears in 1 contract
Sources: Limited Liability Company Agreement (Blue Rhino Corp)
Officers. (a) The Manager may appoint Subject to the policies and guidelines adopted by the Board and the other restrictions set forth in this Agreement, the officers of the Company at any time. The officers (the “Officers”) shall manage, control and oversee the day-to-day business and affairs of the Company and shall perform all other acts as are customary or incident to the management of such business and affairs, which will include the general and administrative affairs of the Company and the operation and maintenance of the Company’s assets in accordance with Annual Budget, if deemed necessary by in each case, in accordance with the Manager may include a president, one or more vice presidents, secretary and one or more assistant secretaries, and chief financial officer (and one or more assistant treasurers). Any individual may hold any number terms of offices. The officers shall exercise such powers and perform such duties as specified in this Agreement and as instructions of the Board. The initial Officers shall be determined (i) Y▇▇▇▇▇ ▇▇▇▇▇▇▇▇ as President, (ii) E▇▇▇▇▇▇ ▇▇▇▇▇▇ as Vice President and Secretary and (iii) M▇▇▇▇▇▇ ▇▇▇▇▇▇▇ as Vice President and Treasurer. Thereafter, the Board may appoint such additional Officers, having such power and authority and performing such duties, as may be specified from time to time by the ManagerBoard. Such Officers have such power and authority to sign documents for and otherwise bind the Company as may be authorized by the Board; provided, that no Officer shall take any action expressly reserved by this Agreement to the Members or the Board, including those matters set forth in Section 7.6. Any Officer may be removed, with or without cause, at any time by the Board in its sole discretion.
(b) The Board may, from time to time, in its sole discretion, delegate to any Person (including any Member or Officer) such authority and powers to act on behalf of the Company as it shall deem advisable in its discretion, provided, that the Board may not delegate any action expressly reserved to Members, including those matters set forth in Section 7.6. Any delegation pursuant to this paragraph may be revoked at any time and for any reason or no reason by the Board in its sole discretion.
(c) Subject to the rightsterms set forth in this Agreement, if any, of an officer under a contract of employment, any officer may each Officer shall hold office until his or her successor shall be removed, either with duly designated and qualified or without cause, until his or her death or until he or she shall resign or shall have been removed by the Manager Board. Any Officer may resign as such at any time. Any officer may resign at any time by giving Such resignation shall be made in a written notice to the Company. Any resignation Board and shall take effect at the date of the receipt of that notice or at any later time specified in that notice; andtherein, unless otherwise specified in that noticeor if no time is specified, at the time of its receipt by the Board. The acceptance of the a resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a party. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled unless expressly so provided in the manner prescribed in this Agreement for regular appointments to that officeresignation.
(c) The president shall be the chief executive officer of the Company, and shall, subject to the control of the Manager, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporation, and shall be the chief financial and accounting officer of the Company.
Appears in 1 contract
Sources: Membership Interest Purchase Agreement (Lands' End, Inc.)
Officers. (a) The Manager Board of Directors may appoint officers of the Company at any from time to time. The officers of the Company, if deemed necessary by the Manager including a Chief Executive Officer, President, Secretary, Treasurer and may include a president, appoint one or more vice presidents, secretary and Vice Presidents (which may include one or more assistant secretariesExecutive Vice Presidents or Senior Vice Presidents), Assistant Secretaries, Assistant Treasurers, Controller or Assistant Controller and such other directors and agents as it shall deem necessary, and chief financial officer (may define their powers and one or more assistant treasurers)duties. Any individual may hold any number of offices. The officers shall exercise such powers and perform such duties as specified in this Agreement and as shall offices may be determined from time to time held by the Managersame person.
(b) Subject to the rights, if any, of an officer under a contract of employment, any officer Each Officer shall hold office until his or her successors are chosen and qualify.
(c) Any Officer may be removed, either with or without cause, by the Manager at any time. , by the Board of Directors.
(d) Any officer Officer may resign at any time by giving written notice to the CompanyBoard of Directors or the Secretary. Any Such resignation shall take effect at the date of the receipt of that notice or at any later time specified in that notice; therein, and, unless otherwise specified in that noticetherein, the acceptance of the such resignation shall not be necessary to make it effective. Any resignation is without prejudice to .
(e) If the rights, if any, office of the Company under any contract to which the officer is a party. A vacancy in any office because Officer becomes vacant by reason of death, resignation, removalretirement, disqualification disqualification, removal from office or any other cause otherwise, the Board of Directors may choose a successor, who shall be filled hold office for the unexpired term in the manner prescribed in this Agreement for regular appointments to that officerespect of which such vacancy occurred.
(cf) The president Chief Executive Officer or President of the Company shall be exercise the powers and perform the duties usual to the chief executive officer of the Company, and shalland, subject to the control of the ManagerDirector(s), shall have general management and active management control of the affairs and business of the Company; shall appoint and discharge employees and agents of the Company (other than Directors appointed by the Member) and fix their compensation; and he/she shall see that all orders and resolutions of the Manager Member are carried into effect. The president effect shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall power to execute bonds, mortgages and other contracts requiring a sealcontracts, under the seal agreements and instruments of the Company, except where required or permitted by law ; and shall do and perform such other duties as from time to time may be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated fixed by the Manager to some other officer or agent of the CompanyMember.
(dg) The vice-presidentVice President or Vice Presidents shall do and perform such other duties as the Board of Directors or President shall direct and, or if there shall be more than one, subject to the vice-presidents in control of the order determined by the ManagerDirectors, shall, in the absence or disability of the presidentPresident, perform the duties and exercise all of the powers and duties of the president President to the extent specified by the Directors. Any Vice President shall have the power to execute bonds, notes, mortgages, and other contracts, agreements and instruments of the Company.
(h) The Secretary shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the ManagerDirectors from time to time. The secretary Secretary shall have custody and be the custodian of the sealbooks, if anyrecords, and papers of the Company (other than financial) and the Secretary shall have authority to affix the same to any instrument requiring itsee that all books, reports, statements, certificates and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be and records required under the Act. The secretary shall perform such other duties by law are properly kept and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the Manager. The secretary shall have the general duties, powers and responsibilities of a secretary of a corporationfiled.
(fi) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer Treasurer shall have the custody of the Company funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Company, Company and shall deposit all moneys moneys, and other valuable effects in the name and to the credit of the Company Company, in such depositories as may be designated by the ManagerBoard of Directors or Member. The chief financial officer He or she shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform Member or the Board of Directors, taking proper vouchers for such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporationdisbursements, and shall be render to the chief Member or Board of Directors whenever they may require it, an account of all his transactions as Treasurer and of the financial and accounting officer condition of the Company.
(j) The Officers of the Company shall be agents of the Company for the purpose of its business including, as appropriate, the execution in the name of the Company of any instrument for apparently carrying on the business of the Company in the ordinary course or for what they may be authorized by the Directors.
Appears in 1 contract
Officers. (a) The Manager Board may appoint individuals as officers of the Company at any time. The officers (the “Officers”) as it deems necessary or desirable to carry on the business of the CompanyCompany and the Board may delegate to such Officers such power and authority as the Board deems advisable, if deemed necessary by subject to the Manager may include limitations set forth in 8.09(b). No Officer need be a president, one Member or more vice presidents, secretary and one or more assistant secretaries, and chief financial officer (and one or more assistant treasurers)Manager. Any individual may hold any number two or more offices of officesthe Company. The officers Each Officer shall exercise such powers and perform such duties as specified in this Agreement and as shall be determined from time to time hold office until his successor is designated by the Manager.
(b) Subject to the rightsBoard or until his earlier death, if anyresignation, of an officer under a contract of employment, any officer may be removed, either with or without cause, by the Manager at any timeremoval. Any officer Officer may resign at any time by giving upon written notice to the CompanyBoard. Any resignation shall take effect at Officer may be removed by the date Board (acting by majority vote of all Managers other than the receipt of that notice Officer being considered for removal, if applicable) with or without cause at any later time specified in that notice; and, unless otherwise specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation is without prejudice to the rights, if any, of the Company under any contract to which the officer is a partytime. A vacancy in any office occurring because of death, resignation, removal, disqualification or any other cause shall otherwise, may, but need not, be filled in by the manner prescribed Board.
(b) Notwithstanding anything in this Agreement for regular appointments to that officethe contrary, Valiant shall have the sole right to appoint the Chief Executive Officer. The CEO shall initially be ▇▇▇▇▇▇ ▇’▇▇▇▇.
(c) The president shall be the chief executive officer of the Company, and shall, subject Notwithstanding anything in this Agreement to the control of the Managercontrary, have general and active management of the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president Agrify shall have the general powers sole right to appoint the Chief Financial Officer and duties of management usually vested in Treasurer. Initially, the office of president of a corporation, CFO and shall have such other powers and duties as may Treasurer will be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Company, except where required or permitted by law to be otherwise signed and executed, and except where the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent of the Company▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇.
(d) The vice-president, or if there shall be more than one, the vice-presidents in the order determined by the Manager, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of all meetings of the Members and shall perform such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere Notwithstanding anything in this Agreement or from time to time by the Manager. The secretary shall have contrary, the general duties, following powers and responsibilities of a secretary of a corporation.authority are reserved solely for the Board to determine in its discretion:
(fi) The chief financial officer shall keep and maintainApproval of all Company budgets;
(ii) Approval of any action or inaction that would result in the Company exceeding the applicable, then-approved budget by five percent (5%) or more;
(iii) entering into any contract with either or both an aggregate value equal to or exceeding Ten Thousand Dollars ($10,000), or cause an annualized value equal to be kept and maintained, adequate and correct books and records or exceeding Ten Thousand Dollars ($10,000);
(iv) assigning or pledging any Company property with a Fair Market Value of accounts of the properties and business transactions of the Company, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts and Company Interests. The chief financial officer shall have the custody of the funds and securities of the Company, and shall keep full and accurate accounts of receipts and disbursements in books belonging more than Five Thousand Dollars ($5,000.00) to the Company, and shall deposit all moneys and other valuable effects in the name and to the credit of the Company in such depositories any Person;
(v) except as may be designated by the Manager. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer shall perform such other duties and shall have such other responsibility and authority as may be prescribed elsewhere explicitly set forth in this Agreement from time Agreement, entering into any hold harmless, indemnity, covenant not to time by the ▇▇▇, or any other similar agreement with any Manager. The chief financial officer shall have the general duties, powers and responsibilities of a chief financial officer of a corporationMember, and shall be the chief financial and accounting officer of the Companyor other Person;
(vi) entering into any partnership, distribution, marketing, channel partnership, or other similar commercial arrangement with any Person; and
(vii) entering into any agreement granting any third party any interest in any Company intellectual property.
Appears in 1 contract
Sources: Operating Agreement (Agrify Corp)
Officers. (a) Section 11.1 The Manager may appoint officers of the Company at shall consist of any time. The officers of the Companyfollowing as the Managers may elect or appoint from time to time: a Chief Executive Officer, if deemed necessary by the Manager may include a presidentPresident, one or more vice presidentsa Secretary, secretary a Treasurer, and one or more assistant secretariesVice Presidents, and chief financial officer (and one which may be designated as Executive Vice Presidents or more assistant treasurers). Any individual may hold any number of officesSenior Vice Presidents. The Managers may appoint such other officers and agents, including a General Counsel, Chief Legal Officer, a Chief Financial Officer and such Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers, as they shall deem necessary, who shall hold their offices for such terms and shall· exercise such powers and perform such duties as specified in this Agreement and as shall be determined from time to time by the ManagerManagers. Any two or more offices may be held by the same person.
(b) Subject Section 11.2 The officers of the Company shall be elected annually by the Managers at a regular meeting of the Managers held immediately prior to, or immediately following, the annual meeting of Members, or as soon thereafter as conveniently possible. Each officer shall hold office until his or her successor shall have been chosen and shall have qualified or until his or her death or the effective date of his or her resignation or removal.
Section 11.3 Any officer or agent elected or appointed by the Managers or the Executive Committee may be removed without cause by the Managers whenever, in their judgment, the best interests of the Company shall be served thereby, but such removal shall be without prejudice to the contractual rights, if any, of an officer under a contract of employment, any officer may be the person so removed, either with or without cause, by the Manager at any time. Any officer may resign at any time by giving written notice to the Company. Any such resignation shall take effect at the date of the receipt of that such notice or at any later time specified in that notice; andtherein, and unless otherwise specified in that noticetherein, the acceptance of the such resignation shall not be necessary to make it effective. .
Section 11.4 Any resignation is without prejudice to the rights, if any, vacancy occurring in any office of the Company under any contract to which the officer is a party. A vacancy in any office because of by death, resignation, removalremoval or otherwise, disqualification may be filled by the Managers for the unexpired portion of the term.
Section 11.5 The salaries of all officers and agents of the Company shall be fixed by the Managers or pursuant to their direction; and no officer shall be prevented from receiving such salary by reason of his also being a Manager.
Section 11.6 The Chief Executive Officer, the President and any Vice President (including any Executive Vice President or Senior Vice President) shall have authority to sign any deeds, bonds, mortgages, guarantees, indemnities, contracts, checks, notes, drafts or other instruments authorized to be executed by the Managers or any other cause shall be filled in the manner prescribed duly authorized committee thereof.
Section 11.7 The Chief Executive Officer, if one is elected or appointed as provided in this Agreement Agreement, shall serve as general manager of the business and affairs of the Company and shall report directly to the Managers, with all other officers, officials, employees and agents reporting directly or indirectly to him. The Chief Executive Officer shall preside at all meetings of the Members. The Chief Executive Officer shall also preside at all meetings of the Managers unless the Managers shall have chosen another presiding officer. The Chief Executive Officer shall formulate and submit to the Managers or the Executive Committee matters of general policy for regular appointments the Company; he shall keep the Managers and Executive Committee fully informed and shall consult with them concerning the business of the Company. Subject to that office.
(c) The president the supervision, approval and review of his actions by the Managers, the Chief Executive Officer shall be have authority to cause the chief executive officer employment or appointment of and the discharge of assistant officers, employees and agents of the Company, and shallto fix their compensation; and to suspend for cause, pending final action by the Managers or Executive Committee, any officer subordinate to the Chief Executive Officer. The Chief Executive Officer shall designate the person or persons who shall exercise his powers and perform his duties in his absence or disability and the absence or disability of the President.
Section 11.8 The President shall be the chief operating officer of the Company and, subject to the control of the ManagerManagers and Chief Executive Officer, have shall in general supervise and active management of control the business of the Company and shall see that all orders and resolutions of the Manager are carried into effect. The president shall have the general powers and duties of management usually vested in the office of president of a corporation, and shall have such other powers and duties as may be prescribed by a Manager or this Agreement. The president shall execute bonds, mortgages and other contracts requiring a seal, under the seal operations of the Company, except where required or permitted by law to be otherwise signed and executed, and except where . In the signing and execution thereof shall be expressly delegated by the Manager to some other officer or agent absence of the Company.
(d) The vice-president, or if there shall be more than oneChief Executive Officer, the vice-presidents in President shall preside at all meetings of the order determined by the ManagerManagers, shalland, in the absence or disability of the presidentChief Executive Officer, perform the duties and exercise the powers of the president and he shall perform such other duties and have such other powers as the Manager may from time to time prescribe.
(e) The secretary shall attend all meetings of the Members, and shall record all the proceedings of the meeting in a book to be kept for that purpose and shall perform like duties for the standing committees when required. The secretary shall give or cause to be given, notice of preside at all meetings of the Members of the Company, unless in either case the Managers shall have chosen another presiding officer. He shall keep the Chief Executive Officer fully informed and shall consult with him concerning the business of the Company. He shall perform all other duties normally incident to such office and such other duties as may be prescribed by the Manager. The secretary shall have custody of the seal, if any, of the Company and the Secretary shall have authority to affix the same to any instrument requiring it, and when so affixed, it may he attested by his or her signature. The secretary shall keep, or cause to be kept at the principal executive office or at the office of the Company’s transfer agent or registrar, as determined by the Manager, all documents described in Section 11.01 and such other documents as may be required under the Act. The secretary shall perform such other duties and have such other authority as may be prescribed elsewhere in this Agreement or from time to time by the ManagerManagers, the Executive Committee or the Chief Executive Officer. In the absence or disability of the Chief Executive Officer, the President shall exercise the powers and perform the duties of the Chief Executive Officer, unless such authority shall have been otherwise delegated by the Managers, Executive Committee or Chief Executive Officer to another person.
Section 11.9 The Vice Presidents shall perform all duties normally incident to such office and such other duties as may be prescribed from time to time by the Managers, the Executive Committee, the Chief Executive Officer or the President.
Section 11.10 If appointed, the General Counsel or chief legal officer of the Company shall have charge of all matters of legal importance to the Company and shall keep the Managers, the Executive Committee, the Chief Executive Officer and the President advised of the character and progress of all legal proceedings and claims by and against the Company, or in which it is interested by reason of its ownership of or affiliation with other corporations or entities; when requested by the Managers, the Executive Committee, the Chief Executive Officer or the President, render his or her opinion upon any subjects of interest to the Company which may be referred to him or her; monitor activities of the Company to assure that the Company complies with the laws applicable to the Company and in general perform all other duties normally incident to such office and such other duties as may be prescribed from time to time by the Managers, the Executive Committee, the Chief Executive Officer or the President.
Section 11.11 If appointed, the Chief Financial Officer shall be the principal financial officer of the Company and, unless the Managers shall so designate another officer, shall also be the principal accounting officer of the Company. The secretary Chief Financial Officer shall have in general supervise and control the general duties, powers keeping and responsibilities maintaining of a secretary of a corporation.
(f) The chief financial officer shall keep and maintain, or cause to be kept and maintained, adequate proper and correct books and records of accounts of the properties and business transactions of the Company, including accounts of its 's assets, liabilities, receipts, disbursements, gains, losses, Capital Accounts capital, surplus, shares, properties and Company Interests. The chief financial officer shall have the custody business transactions, as well as all funds, securities, evidences of the funds indebtedness and securities other valuable documents of the Company, . The Chief Financial Officer shall keep the Chief Executive Officer fully informed and shall keep full consult with him or her concerning financial matters affecting the Company and accurate accounts of receipts and disbursements in books belonging shall render such reports to the CompanyManagers, and shall deposit all moneys and other valuable effects in the name and to Executive Committee, the credit of Chief Executive Officer or the Company in such depositories President as they may be designated by the Managerrequest. The chief financial officer shall disburse the funds of the Company as may be ordered by the Manager. The chief financial officer He or she shall perform all other duties normally incident to such office and such other duties and shall have such other responsibility and authority as may be prescribed elsewhere in this Agreement from time to time by the Manager. Managers, the Executive Committee, the Chief Executive Officer or the President.
Section 11.12 The chief financial officer Secretary shall attend, and record and have custody of, the minutes of the meetings of the Members, Managers, and committees of Managers; see that all notices are duly given in accordance with the provisions of this Agreement and as required by law; be custodian of the records; and in general, perform all duties normally incident to such office and such other duties as may be prescribed from time to time by the Managers, the Executive Committee, the Chief Executive Officer or the President.
Section 11.13 The Treasurer shall have the general duties, powers charge and responsibilities custody of a chief financial officer of a corporation, and shall be the chief financial and accounting officer responsible for all funds of the Company; and in general, perform all the duties incident to such office and such other duties as may be prescribed from time to time by the Managers, the Executive Committee, the Chief Executive Officer or the President.
Section 11.14 If appointed, the Controller shall have charge and supervision of and be responsible for the accounting function of the Company and, in general perform all duties incident to such office and such other duties as may be prescribed from time to time by the Managers, the Executive Committee, the Chief Executive Officer or the President.
Appears in 1 contract
Sources: Limited Liability Company Agreement (CST Metro LLC)